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Cairo Communication AGM Information 2025

May 8, 2025

4351_10-k_2025-05-08_52cf1124-ac9b-4c23-8e09-bf10fa146b19.pdf

AGM Information

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Annual Report at 31 December 2024

English translation for convenience only. Only the Italian version is authentic

Cairo Communication S.p.A.

Registered office: Via Angelo Rizzoli 8, Milan Share capital: Euro 6,989,663.10

CAIRO COMMUNICATION S.p.A. Registered Office – Via Angelo Rizzoli 8, Milan Share capital Euro 6,989,663.10 Company Register and Tax Code No. 07449170153

Notice of call of Ordinary Meeting

(also published on the website www.cairocommunication.it, Assemblee 2025 section)

Those entitled to participate and exercise their right to vote at the Shareholders' Meeting of Cairo Communication S.p.A. (the "Company") are called to the Ordinary Shareholders' Meeting in single call - as detailed below - at 11.00 on 8 May 2025 to discuss and resolve on the following

Agenda

    1. Financial statements at 31.12.2024; Directors' Report on Operations; Independent Auditors' Report; Board of Statutory Auditors' Report; presentation of the consolidated financial statements at 31.12.2024:
    2. a) approval of the financial statements. Related and consequent resolutions;
    3. b) allocation of profit for the year. Related and consequent resolutions.
    1. Report on the Remuneration Policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/1998:
    2. a) approval of "Section One" of the Report, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/1998;
    3. b) advisory vote on "Section Two" of the Report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58/1998.

* * *

PARTICIPATION IN THE SHAREHOLDERS' MEETING THROUGH THE APPOINTED REPRESENTATIVE

Pursuant to Article 12, paragraph 3, of the Bylaws, the participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively by granting a proxy (or sub-proxy) to the Appointed Representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58/1998 ("TUF"). For this purpose, the Company has named Monte Titoli S.p.A., with legal office in Milan Piazza Affari no. 6 as the Appointed Representative (the "Appointed Representative"), which shall be granted a proxy in the manner and under the conditions indicated below in the "APPOINTED REPRESENTATIVE" Section.

The Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF.

PARTICIPATION IN THE SHAREHOLDERS' MEETING OF OTHER ELIGIBLE PARTIES

The Directors, Statutory Auditors, the Appointed Representative, the Chairman and the Secretary, as well as other persons entitled under law other than those who are entitled to vote, may participate in the Shareholders' Meeting by means of telecommunication that ensure their identification. The instructions for participation in the Shareholders' Meeting by means of telecommunication shall be made known by the Company to the Directors and Statutory Auditors, as well as to the other persons entitled to attend, other than those who have the right to vote.

ENTITLEMENT TO PARTICIPATE IN THE SHAREHOLDERS' MEETING AND EXERCISE THE RIGHT TO VOTE

Pursuant to law and the Bylaws, entitlement to participate in the Shareholders' Meeting and to exercise the right to vote - which may only be exercised through the Appointed Representative - is certified by a communication sent to the Company, in accordance with its accounting records, by an intermediary that holds the accounts in which Cairo Communication shares are recorded, in favour of the subject with the right to vote on the basis of records as at the end of the accounting period on the seventh trading day prior to the date set for the Shareholders' Meeting (i.e. Monday 28 April 2025, so-called "record date"); registrations of credits and debits on accounts carried out after said date are not relevant for the purposes of entitlement to exercise the right to vote at the Shareholders' Meeting. Therefore, those who are confirmed to be holding Company shares only after such date shall not be deemed entitled to attend and to exercise voting rights in the Shareholders' Meeting. The notice is sent to the Company by the intermediary at the request of the subject with the right to vote. Holders of voting rights are therefore requested to give instructions to the authorized intermediary who holds the relevant accounts, so that the above communication is made to the Company. Any requests for notice from the authorized intermediary shall not fall under the responsibility of the Company.

Notice from the intermediary shall be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting, therefore by Monday 5 May 2025. However, shareholders are still entitled to participate and to vote, within the abovementioned time limits and in compliance with the time limits for granting proxies to the Appointed Representative, if notices are received by the Company after the abovementioned deadline, provided they are received before the start of the shareholders' meeting.

ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW PROPOSED RESOLUTIONS

Pursuant to Article 126-bis of the TUF, Shareholders who, including jointly, represent at least one fortieth of the share capital may, within ten days after publication of this notice (i.e. by Thursday 10 April 2025), request the inclusion of additional items in the agenda of the Shareholders' Meeting, specifying the proposed items in the request, or submit proposed resolutions on the items already included in the agenda of the Shareholders' Meeting, indicating them in the request.

Pursuant to Article 126-bis, paragraph 3, of the TUF, the additions may not concern matters which the Shareholders resolve upon, in accordance with the applicable provisions, on the proposal of the Board of Directors or on the basis of a project or report prepared by them different from those set out in Article 125-ter, paragraph 1, of the TUF.

The request, along with the notice (or notices) issued in accordance with the provisions in force by the intermediaries that hold the accounts in which the requesting shareholders' shares are recorded, certifying ownership of the abovementioned investment (to prove entitlement), shall be sent in writing by the aforementioned time limit, by delivery or by registered mail to the Company's registered office (Via Angelo Rizzoli 8, 20132 Milan) to the attention of the Secretary of the Board of Directors, or sent by e-mail or certified e-mail to the address [email protected], together with information that allows the identification of the submitting shareholders (for this purpose, it is also recommended that a telephone number be provided). Also by the same time limit and using the same procedures, any proposing Shareholders shall send a report explaining the reasons for the proposed resolution on the new items proposed for discussion and to be added to the agenda, or the reason for the additional proposed resolution concerning items already on the agenda.

The Company shall disclose any additions to the Shareholders' Meeting agenda or the submission of additional proposed resolutions on items already included in the agenda in the same manner as for the publication of this notice of call, at least fifteen days before the date set for the Shareholders' Meeting (i.e. by Wednesday 23 April 2025).

When the notice regarding additions to the agenda or the submission of proposed resolutions on items already on the agenda is published, such proposals, as well as the relating report prepared by the submitting shareholders and the report of the shareholders requesting additions to the agenda, possibly accompanied by remarks from the Board of Directors, shall be made publicly available in accordance with the procedures set out under Article 125-ter, paragraph 1 of the TUF.

APPOINTED REPRESENTATIVE

Pursuant to Article 12, paragraph 3 of the Bylaws, participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively through the Appointed Representative of the Company, pursuant to Article 135-undecies of the TUF, which shall be granted a proxy, with no charge incurred by the

delegating party (with the exception of any postage costs), with voting instructions, on all or some of the proposals on the Agenda of the Shareholders' Meeting, through the specific form available, together with the accompanying instructions for its preparation and notification on the Company website www.cairocommunication.it (Assemblee 2025 section).

The proxy, with the voting instructions, shall be received - by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e. by Tuesday 6 May 2025), along with a copy of the delegating person's valid identification document or, if the delegating person is a legal entity, that of the pro-tempore legal representative or other authorized person, along with adequate documentation certifying their qualification and powers - by the Appointed Representative through the following alternative methods (i) transmission of an electronically reproduced copy (PDF) to the certified e-mail address [email protected] (subject "Proxy for Cairo Communication S.p.A. May 2025 Shareholders' Meeting") from the user's certified e-mail address (or, otherwise, from the user's ordinary e-mail address; in this case, the proxy with the voting instructions shall be signed with a qualified or digital electronic signature); (ii) transmission of the original, by courier or registered letter with return receipt to the Register Services area, to Monte Titoli S.p.A., Piazza degli Affari 6, 20123 Milan (Ref. "Proxy for Cairo Communication May 2025 Shareholders' Meeting"), sending in advance an electronically reproduced copy (PDF) by ordinary e-mail to the following address [email protected] (subject "Proxy for Cairo Communication May 2025 Shareholders' Meeting").

The proxy and voting instructions may be revoked within the same time limit as above (i.e. by Tuesday 6 May 2025).

The proxy shall only be effective for those proposals for which voting instructions have been given.

The shares of the Company for which the proxy has been granted, including partial, are counted for the purposes of the quorum required for the Shareholders' Meeting. With regard to proposals for which no voting instructions have been given, the shares are not counted in calculating the majority and the percentage of capital required for the approval of resolutions.

Failing a notice from the authorized intermediary certifying the entitlement to attend the Shareholders' Meeting, the proxy shall be considered null and void.

The Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF.

Those who do not intend to avail themselves of the provisions of Article 135-undecies, of the TUF, may, alternatively, grant the same Appointed Representative a proxy or sub-proxy pursuant to Article 135-novies, of the TUF, which shall necessarily contain voting instructions on all or some of the proposals on the agenda, by using the appropriate proxy/sub-proxy form, available on the Company website www.cairocommunication.it (Assemblea 2025 section), with no costs for the delegating party (except for postage costs if any). For the granting of proxies/sub-proxies, the same procedures indicated above in the proxy form shall apply. The proxy shall be received by 6:00 pm on the day before the Shareholders' Meeting (and in any case by the beginning of the meeting). The proxy and voting instructions may always be revoked within the above time limit.

Failing a notice from the authorized intermediary certifying the entitlement to attend the Shareholders' Meeting, the proxy shall be considered null and void.

For any clarifications regarding the granting of proxy (and in particular on completion of the proxy form and the Voting Instructions and their transmission), persons entitled to participate in the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail at [email protected] or at (+39) 02.33635810 during open office days, from 9:00 a.m. to 5:00 p.m.

VOTING BY CORRESPONDENCE

No procedures are provided for voting by correspondence or electronic means.

RIGHT TO SUBMIT QUESTIONS ON THE ITEMS ON THE AGENDA

Pursuant to Article 127-ter of the TUF, those entitled to vote may also submit questions on the items on the agenda before the Shareholders' Meeting. Questions that are not related to the items on the agenda of the Shareholders' Meeting shall not be taken into consideration by the Company.

Pursuant to Article 127-ter, paragraph 1-bis of the TUF, applications shall be received by the Company, in the manner indicated below, by the end of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e. by Monday 28 April 2025).

Applications, together with the certification issued in accordance with the provisions in force by the intermediaries that hold the accounts on which the shares of the entitled party attesting the ownership of the investment are registered, may be sent, together with information allowing identification of the entitled party, by registered mail to the registered office of the Company (Via Angelo Rizzoli 8, 20132 Milan), or by e-mail or certified e-mail to [email protected].

Answers to questions received within the above time limit are provided at least two days ahead of the Shareholders' Meeting, by publication on the website www.cairocommunication.it, (Assemblee 2025 section). The Company may provide one overall answer to questions with the same content.

Ownership of the voting right may be certified also after submission of the applications, provided it is sent no later than the third day after the record date (i.e. by Friday 2 May 2025).

OTHER RIGHTS OF SHAREHOLDERS

With regard to the fact that attendance at the Shareholders' Meeting takes place exclusively through the Appointed Representative, pursuant to Article 113-undecies.1 of the TUF, the persons entitled who intend to submit proposals for resolutions and vote on the items on the agenda shall submit them by Wednesday 23 April 2025 by e-mail or certified e-mail to the following [email protected]. These proposals shall be promptly published on the website www.cairocommunication.it (Assemblee 2025 section), in order to allow (i) those entitled to vote to decide in an informed fashion, also taking account of such new proposals, and (ii) to allow the Appointed Representative to collect voting instructions, if necessary, also on such proposals.

The applicant shall provide appropriate documentation proving the entitlement to participate in the Shareholders' Meeting and granting of the proxy to the Appointed Representative for participation in the Meeting. Proposals are recommended to be clearly and completely worded, duly accompanied by a report stating the rationale.

SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

The share capital of Cairo Communication is equal to Euro 6,989,663.10, represented by 134,416,598 ordinary shares with no indication of par value. Each ordinary share entitles shareholders to a single vote, except as provided by articles 6 and 13 of the Bylaws for shares with increased voting rights.

In this respect, it should be noted that:

  • a. at the date of publication of this notice of call, the Company holds no. 779 treasury shares, equal to 0.001% of the share capital. Voting rights for such shares are suspended pursuant to applicable law (the number may vary during the period between the date of publication of this notice and the date of the Meeting);
  • b. the number of voting rights that may be exercised by reason of the vesting of the increased voting right pursuant to Article 13.7 of the Bylaws is published on the website (www.cairocommunication.it Corporate Governance/Voto maggiorato section) and will be updated in accordance with Article 85-bis of CONSOB Regulation no. 11971/1999 (the "Issuer Regulation").

DOCUMENTATION AND INFORMATION

The documentation on the items on the agenda, required under the applicable legal and regulatory provisions, is made publicly available at the Company's registered office and is published on the Company website www.cairocommunication.it (Assemblee 2025 section) and on the authorized storage mechanism "eMarket STORAGE" () and in any case in accordance with the procedures and time limits prescribed by the regulations in force. Shareholders and other persons entitled to participate in the Shareholders' Meeting may obtain a copy of the documents. In particular, the following are available to the public:

  • on today's date, concurrent to the publication of this notice, the Financial Report for the year ended 31 December 2024; the Report on Corporate Governance and Ownership Structure for the year ended 31 December 2024;
  • by Thursday 17 April 2025, the Report on the remuneration policy and compensation paid drawn up pursuant to Article 123-ter of the TUF;
  • by Wednesday 23 April 2025, at the registered office, the documentation referred to in Article 77, paragraph 2-bis, of the Issuer Regulation.

Information on the Shareholders' Meeting and participation, also with regard to the provisions of Article 125 quater of the TUF, is published in accordance with the time limits of law on the Company website www.cairocommunication.it (Assemblee 2025 section).

Milan, 31 March 2025

* * *

This notice is published on 31 March 2025 on the Company website at www.cairocommunication.it (Assemblee 2025 section), at the authorized storage mechanism "eMarket STORAGE" () and, as an excerpt, in the daily newspaper Corriere della Sera on 1 April 2025.

Cairo Communication S.p.A.

For the Board of Directors Chairman Urbano R. Cairo

ENGLISH TRANSLATION FOR CONVENIENCE ONLY - ONLY THE ITALIAN VERSION IS AUTHENTIC

Table of Contents

Governance 13
Corporate Structure 15
Directors' Report on Operations and Consolidated Sustainability Reporting 16
Consolidated Financial Statements at 31 December 2024 139
Statements 140
Explanatory notes to the consolidated financial statements 147
Annexes 200
List of Group Investments at 31 December 2024 201
Related Party Transactions 207
Appendix -
Information pursuant to Article 149-duodecies
of CONSOB Issuer Regulation
211
Certification of the Consolidated Financial Statements
pursuant to Article 81-ter of CONSOB Regulation no. 11971
214
Certification of
Sustainability Reporting
pursuant to Article 81-ter paragraph 1 of CONSOB Regulation no. 11971
215
Independent Auditors' Report 216
Independent Auditors' Report on the Limited Assurance of Consolidated Sustainability
Reporting
224

\

Separate financial statements at 31 December 2024 230
Statements 231
Explanatory notes to the separate financial statements 236
Annexes 272
List of investments in direct subsidiaries 273
Summary key figures of the draft financial statements of direct subsidiaries in the Cairo Editore
publishing segment, TV publishing La7, RCS and network operator at 31 December 2024
274
Summary key figures of the draft financial statements of subsidiaries in the advertising segment
and Il Trovatore at 31 December 2024
275
Summary key figures of the most recently approved financial statements of direct subsidiaries in
the Cairo Editore publishing segment, TV publishing La7, RCS and network operator (31 December
2023)
276
Summary key figures of the most recently approved financial statements of subsidiaries in the
advertising segment and Il Trovatore (31 December 2023)
277
Income Statement and Statement of Financial Position pursuant to CONSOB Resolution no. 15519
of 27 July 2006
278
Appendix -
Information pursuant to Article 149-duodecies
of CONSOB Issuer Regulation
280
Certification of the separate financial statements pursuant to Article 81-ter
of CONSOB Regulation no. 11971
283
Independent Auditors' Report 284
Board of Statutory Auditors' Report 290

\

Directors' Report on Operations

Governance

Board of Directors (*)

Urbano Cairo (**) Chairman Uberto Fornara CEO Daniela Bartoli Director Valentina Beatrice Manfredi Director Laura Maria Cairo Director Federico Cairo Director Roberto Cairo Director Massimo Ferrari Director Paola Mignani Director Marco Pompignoli Director

Control and Risk Committee

Massimo Ferrari Director
Daniela Bartoli Director
Paola Mignani Director

Remuneration and Appointments Committee

Paola Mignani Director Daniela Bartoli Director Valentina Manfredi Director

Board of Statutory Auditors (***)

Michele Paolillo Chairman Gloria Marino Standing Auditor Maria Pia Maspes Standing Auditor Emilio Fano Alternate Auditor Francesco Brusco Alternate Auditor

Independent Auditors (****)

Deloitte & Touche S.p.A.

(*) The Board of Directors was appointed by resolution of the Shareholders' Meeting held on 8 May 2023. The Directors are in office for the years 2023-2024-2025, therefore until the Shareholders' Meeting called to approve the financial statements for the year ending 2025

(**) Ordinary and extraordinary executive powers exercised with single signatory, as limited by the Board of Directors

(***) The Board of Statutory Auditors in office at the date of approval of this Report was appointed by resolution of the Shareholders' Meeting on 8 May 2023. The Statutory Auditors are in office for the years 2023-2024-2025, therefore until the Shareholders' Meeting called to approve the financial statements relating to the last of these years. (****) In office until the Shareholders' Meeting called to approve the financial statements for the year ending 2028

The Group at 31 December 2024

[Digitare qui] [Digitare qui] [Digitare qui]

DIRECTORS' REPORT ON OPERATIONS

Separate and consolidated financial statements at 31 December 2024

Shareholders,

the separate and consolidated financial statements at 31 December 2024, submitted for your approval, show, respectively, a net profit of Euro 25.3 million and a consolidated net profit attributable to the owners of the parent of Euro 45.2 million.

In 2024, the Group operated as a:

  • publisher of dailies, magazines (weeklies and monthlies) and books, in Italy and in Spain, through RCS MediaGroup, also active in the organization of major world sporting events, and in newsstand distribution through its subsidiary m-Dis;
  • TV (La7, La7d) and Internet (La7.it, TG.La7.it) publisher and network operator (Cairo Network);
  • publisher of magazines and books (Cairo Editore/Editoriale Giorgio Mondadori and Cairo Publishing);
  • multimedia agency for the sale of advertising space (CAIRORCS Media).

The year 2024 was dominated by the ongoing conflicts in Ukraine and the Middle East, with their repercussions extending to the economy and trade. These events persisted in creating a state of significant overall uncertainty. The Group has no direct exposure and/or business activities towards the markets affected by the conflict and/or sanctioned entities.

In 2024, GDP in Italy recorded a 0.5% YoY increase versus 2023 (ISTAT). In Italy, the inflation rate at December 2024 shows a YoY year change of +1.1% (ISTAT - FOI index excluding tobacco). In Spain, GDP grew by 3.2% in 2024 versus 2023 (National Statistics Institute - INE). YoY inflation at December 2024 grew by 2.8% (National Statistics Institute - INE).

In Italy, the advertising market in 2024 (Nielsen) was up by 3.9% versus 2023, with online (excluding search, social media and over the top) and TV up by 1% and by 7.3%. Newspapers and magazines were down by 8.5% and 5.5%. In 2024, the Spanish advertising sales market was up by 4.5% versus 2023 (i2p, Arce Media). Specifically, the newspaper and magazine markets saw declines of 1.7% and 1.6%, while Internet (excluding social media, search, etc.) and radio sales increased by 3.9% and by 5.7%.

On the circulation front, in 2024, generalist newspapers and sports newspapers in Italy recorded a decline in print and digital circulation of 6.4% and of 12.7% (ADS January-December 2024). In Spain, in 2024, circulation figures show a decline for generalist newspapers (-8.4%), sports newspapers (-8.7%) and business newspapers (-8.6%) (OJD January-December 2024).

In 2024, amid uncertainty from the conflicts in Ukraine and the Middle East:

  • - the Group achieved higher margins (EBITDA, EBIT, and net result) than in 2023 and continued to generate positive cash flows, improving the net financial position by Euro 26.3 million versus 31 December 2023, after distributing dividends of Euro 36 million. At December 2024, the Group ranked as Italy's top online publisher, with an aggregate figure of 30.7 million average monthly unique users (net of duplications - Audicom);
  • - RCS's margins (EBITDA, EBIT and net result) too were up versus 2023. RCS confirmed outstanding circulation levels at newsstands and continued its digital growth. At end December, the total active digital customer base (digital edition, membership and m-site) of Corriere della Sera reached 685 thousand subscriptions (595 thousand at end 2023 - Internal Source), while the customer base of

Gazzetta's pay products (G ALL, G+, GPRO and Fantacampionato) reached 251 thousand subscriptions (214 thousand at end 2023 - Internal Source). Digital subscriptions grew in Spain too (digital edition and premium), reaching at December 2024 163 thousand subscriptions for El Mundo (136 thousand at end 2023 - Internal Source) and 110 thousand subscriptions for Expansión (82 thousand at end 2023 - Internal Source);

  • - the TV publishing (La7) and network operator segment achieved higher margins (EBITDA, EBIT and net result) than those achieved in 2023 and high and growing ratings of the La7 channel (3.9% allday share and 5.5% prime time, up by 13% in both slots versus 2023). Specifically, in the 20:00/22:30 time slot, La7 was the fourth channel in ratings in the year with a 5.7% share and the third in April, May, September, October and November. La7's ratings growth continued in January (+19% on all-day share and +11% in prime time) and February 2025 (+16% on all-day share and +8% in prime time), confirming in both months its rating as third channel in the 20:00/22:30 time slot. Gross advertising sales on La7 and La7d channels amounted to approximately Euro 157.4 million (Euro 150.8 million in 2023);
  • - the magazine publishing segment Cairo Editore, with an EBITDA of Euro 11.1 million, also achieved much stronger results than in 2023 (Euro 7.9 million).

In 2024, consolidated gross revenue amounted to approximately Euro 1,158.3 million (comprising gross operating revenue of Euro 1,100.3 million and other revenue and income of Euro 58 million) versus Euro 1,160 million in 2023 (comprising gross operating revenue of Euro 1,112 million and other revenue and income of Euro 48 million).

EBITDA and EBIT came to Euro 186.6 million and Euro 102.6 million (Euro 167.5 million and Euro 86.9 million in 2023). Net non-recurring expense amounted to Euro -4.2 million (Euro -0.4 million in 2023).

Net profit before non-controlling interests was Euro 69.6 million (Euro 61.1 million in 2023). Net profit attributable to the owners of the parent was Euro 45.2 million (Euro 38.4 million in 2023).

Looking at the business segments, in 2024:

  • - in the magazine publishing segment (Cairo Editore), EBITDA and EBIT came to Euro 11.1 million and Euro 9.9 million (Euro 7.9 million and Euro 6.5 million in 2023). Regarding weeklies, with approximately 0.8 million average copies sold in 2024 (ADS January-December 2024), Cairo Editore retains its position as the leading publisher in copies of weeklies sold at newsstands, with an approximately 30% market share. Including the average sales of titles out of the ADS survey (comprising copies sold of "Enigmistica Più" and of "Enigmistica Mia"), average copies sold were approximately 1 million;
  • - in the TV publishing (La7) and network operator segment, EBITDA grew to reach approximately Euro 21.1 million (Euro 16.6 million in 2023). EBIT was approximately Euro 2.9 million (Euro -0.6 million in 2023);
  • - in the advertising segment, EBITDA came to Euro 1.2 million (Euro 2.8 million in 2023) and EBIT to Euro -1.5 million (Euro 0.3 million in 2023);
  • - in the RCS segment, in the consolidated financial statements of Cairo Communication, EBITDA1 and EBIT amounted to Euro 153.5 million and Euro 91.3 million (Euro 140.2 million and Euro 80.7 million in 2023). Net operating revenue amounted to Euro 819.2 million, with total digital revenue (Italy and Spain) amounting to approximately Euro 219 million and accounting for approximately 26.7% of total revenue (in Spain 41,4%). Total advertising sales from RCS online media amounted to

1 Mention should be made that RCS adopts a different definition of EBITDA from the one used by the Cairo Communication Group, as indicated in the section below "Alternative Performance Measures". As a result of these differences - relating to allocations to the provisions for risks and charges and the allowance for impairment, totaling Euro 5.5 million in 2024 - EBITDA reported in the RCS 2024 Annual Report approved on 24 March 2025 amounts to Euro 148 million.

Euro 141.6 million in 2024, making for 43% of total advertising revenue (in Spain 66.2%). Both Italian newspapers, Corriere della Sera and La Gazzetta dello Sport, and in Spain Marca and Expansión, retained their circulation leadership in their respective market segments (ADS for Italy and OJD for Spain). La Gazzetta dello Sport, in the Audipress 2024/III survey, retained its position as the mostread Italian newspaper with approximately 2.1 million readers, followed in second place by Corriere della Sera with approximately 1.7 million readers. EGM's latest December 2024 "General Media Research" survey confirms Unidad Editorial as the leader in Spanish print media, with almost 1.6 million overall daily readers of its three daily newspapers. Marca, with 978 thousand readers, is the most widely read newspaper in Spain, El Mundo the second among generalists and third among daily newspapers with 488 thousand readers. The main digital performance indicators confirm the top market position of RCS, with the Corriere della Sera and La Gazzetta dello Sport brands, which counted, in the period January-December 2024, 28.5 million and 15.4 million average monthly unique users, and for the period January-December 3.8 million and 2.1 million average daily unique users (Audicom). In Spain, as part of the online activities, elmundo.es, marca.com and expansión.com reached 40 million, 79.2 million and 8.7 million average monthly unique browsers respectively in 2024, comprising both domestic and foreign browsers and including apps (Google Analytics). The main social accounts of the Corriere System at 31 December 2024 reached approximately 13.6 million total followers (considering Facebook, Instagram, X, LinkedIn and TikTok - Internal Source) and those of La Gazzetta dello Sport 6.7 million (considering Facebook, Instagram, X, TikTok and YouTube - Internal Source). The social audience of Unidad Editorial Group titles (Internal Source) stands at 11.9 million followers for El Mundo, 20 million for Marca and 2.5 million for Telva (considering Facebook, Instagram, X and TikTok) and 1.5 million for Expansión (considering Facebook, Instagram, X, LinkedIn and TikTok).

In 2024, La7's average share was 3.9% in all-day and 5.5% in prime time (20:30-22:30), a 13% increase in both slots versus 2023, confirming a high-quality audience. Specifically, in the 20:00/22:30 time slot, La7 was the fourth channel in ratings in the year with a 5.7% share and the third in April, May, September, October and November. In the year, TgLa7 8 p.m. edition's share grew by 16%. In the morning slots (7:00/12:00), La7 achieved a 4% share, claiming the fifth position in the national ranking. La7's ratings growth continued in January (+19% on all-day share and +11% in prime time) and February 2025 (+16% on all-day share and +8% in prime time), confirming in both months its rating as third channel in the 20:00/22:30 time slot. La7d's share in 2024 was 0.5% in both all-day and prime time. The La7 channel's news and discussion programmes in 2024 all continued to deliver remarkable results: Otto e Mezzo with 8% average share from Monday to Friday, TgLa7 8 p.m. edition with 7.1% from Monday to Friday, diMartedi 8.1%, Una giornata particolare 6.6%, Piazzapulita 5.9%, Propaganda Live 6.2%, In Altre Parole 5.4% on Saturday, In Onda 6.4%, Omnibus La7 4.3%, Coffee Break 4.5% from Monday to Friday, L'Aria che tira 5.2%, Tagadà 4.2%, 100 minuti 5.1%, the two specials of In Viaggio con Barbero 5.8%, La Torre di Babele 4.6%, the four specials of Inchieste da fermo 3.9% and Eden un pianeta da salvare 2.9%.

In 2024, La7 confirmed its leadership among generalist TV stations in terms of news hours (an average of almost 13 hours per day) and was the second channel in terms of live hours (an average of 10 hours per day). On the digital front, in 2024 average daily unique users were 416 thousand and 5.7 million average monthly unique users. Stream views were 15.8 million per month. In 2024, the average monthly unique browsers of Tg.La7.it were 2.8 million. At end December 2024, followers of La7 and its active programmes on Facebook, X, Instagram, TikTok, Whatsapp, and Threads were 7.9 million.

Performance

1. Cairo Communication Group – Consolidated figures

The main consolidated income statement figures in 2024 can be compared with the figures in 2023:

(€ millions) 2024 2023
Gross operating revenue 1,100.3 1,112.0
Advertising agency discounts (63.0) (62.6)
Net operating revenue 1,037.3 1,049.4
Change in inventory (0.1) (0.7)
Other revenue and income 58.0 48.0
Total revenue 1,095.2 1,096.8
Production costs (584.7) (608.9)
Personnel expense (319.7) (320.0)
Non-recurring income (expense) (4.2) (0.4)
EBITDA 186.6 167.5
Amortization, depreciation, provisions and write-downs (84.0) (80.6)
EBIT 102.6 86.9
Other income (expense) from financial assets/liabilities 0.1 1.3
Net financial income (expense) (9.8) (12.8)
Profit (loss) before tax 92.8 75.4
Income tax (23.2) (14.3)
Profit (loss) before non-controlling interests 69.6 61.1
Non-controlling interests (24.4) (22.7)
Profit (loss) for the period attributable to the owners of the
parent
45.2 38.4

In 2024, consolidated gross revenue amounted to approximately Euro 1,158.3 million (comprising gross operating revenue of Euro 1,100.3 million and other revenue and income of Euro 58 million) versus Euro 1,160 million in 2023 (comprising gross operating revenue of Euro 1,112 million and other revenue and income of Euro 48 million).

EBITDA and EBIT came to Euro 186.6 million and Euro 102.6 million (Euro 167.5 million and Euro 86.9 million in 2023). Net non-recurring expense amounted to Euro -4.2 million (Euro -0.4 million in 2023).

The EBITDA trend between 2023 and 2024 is shown below:

Net profit before non-controlling interests was Euro 69.6 million (Euro 61.1 million in 2023). Net profit attributable to the owners of the parent was Euro 45.2 million (Euro 38.4 million in 2023).

€ millions 2024 2023
Profit (loss) for the year 69.6 61.1
Reclassifiable items of the comprehensive income statement
Gains (losses) from the translation of financial statements (0.1) 0.0
denominated in foreign currencies
Gains (losses) from cash flow hedges
0.0 0.0
Reclassification of gains (losses) from cash flow hedges (0.1) (1.0)
Tax effect 0.0 0.2
Non-reclassifiable items of the comprehensive income statement
Actuarial gains (losses) from defined benefit plans 1.1 (0.1)
Tax effect (0.0) 0.0
Gains (losses) from the fair value measurement of equity instruments (0.2) (0.4)
Total comprehensive income for the period 70.3 59.9
- Owners of the parent 45.6 37.6
- Non-controlling interests - continuing operations 24.7 22.3
70.3 59.9

The Group statement of comprehensive income can be analyzed as follows:

The Group's performance can be read better by analyzing the 2024 results by main business segment (magazine publishing Cairo Editore, advertising, TV publishing La7, network operator and RCS) versus those of 2023.

2024 Magazine Advertising TV publishing RCS Elimination Total
(€ millions) publishing La7 and s and
Cairo network unallocated
Editore operator
Gross operating revenue 70.0 398.2 120.3 856.9 (344.9) 1,100.3
Advertising agency discounts 0 (52.6) 0.0 (37.7) 27.2 (63.0)
Net operating revenue 70.0 345.6 120.3 819.2 (317.7) 1,037.3
Change in inventory (0.0) 0.0 0.0 (0.1) 0.0 (0.1)
Other revenue and income 10.5 8.7 2.6 44.6 (8.4) 58.0
Total revenue 80.4 354.3 122.9 863.7 (326.1) 1,095.2
Production costs (53.8) (328.9) (64.1) (463.8) 325.8 (584.7)
Personnel expense (14.8) (23.2) (37.6) (244.0) (0.1) (319.7)
Non-recurring income (expense) (0.7) (1.0) 0.0 (2.5) 0.0 (4.2)
EBITDA 11.1 1.2 21.1 153.5 (0.4) 186.6
Amortization, depreciation, (1.2) (2.7) (18.2) (62.2) 0.4 (84.0)
provisions and write-downs
EBIT 9.9 (1.5) 2.9 91.3 0.0 102.6
Other income (expense) from (0.0) 0.0 0.0 0.1 0.0 0.1
financial assets/liabilities
Net financial income (expense) 0.0 (2.6) 1.2 (8.5) 0.1 (9.8)
Profit (loss) before tax 9.9 (4.1) 4.1 82.8 0.1 92.8
Income tax (2.0) 0.5 (1.0) (20.7) (0.0) (23.2)
Profit (loss) before non 7.9 (3.6) 3.1 62.1 0.1 69.6
controlling interests
Non-controlling interests 0.0 0.4 0.0 (24.8) (0.0) (24.4)
Profit (loss) for the period 7.9 (3.2) 3.1 37.4 0.1 45.2
attributable to the owners of

the parent

2023
(€ millions)
Magazine
publishing
Cairo
Editore
Advertising TV
publishing
La7 and
network
RCS Elimination
s and
unallocated
Total
Gross operating revenue 77.6 402.6 operator
117.0
864.0 (349.1) 1,112.0
Advertising agency discounts 0 (52.5) 0 (38.0) 27.8 (62.6)
Net operating revenue 77.6 350.2 117.0 826.1 (321.4) 1,049.4
Change in inventory (0.0) 0 0 (0.7) 0 (0.7)
Other revenue and income 9.7 6.7 1.0 37.8 (7.1) 48.0
Total revenue 87.2 356.9 118.0 863.2 (328.5) 1,096.8
Production costs (63.3) (330.1) (63.3) (480.8) 328.5 (608.9)
Personnel expense (16.1) (24.0) (38.1) (241.7) (0.1) (320.0)
Non-recurring income (expense) 0.0 0.0 0.0 (0.4) 0.0 (0.4)
EBITDA 7.9 2.8 16.6 140.2 0.0 167.5
Amortization, depreciation,
provisions and write-downs
(1.4) (2.5) (17.2) (59.5) 0.0 (80.6)
EBIT 6.5 0.3 (0.6) 80.7 0.0 86.9
Other income (expense) from
financial assets/liabilities
0.0 0.0 0.0 1.3 0.0 1.3
Net financial income (expense) 0.3 (2.2) 0.8 (11.6) 0.0 (12.8)
Profit (loss) before tax 6.8 (1.9) 0.2 70.4 0.0 75.4
Income tax (1.0) 0.0 (0.1) (13.3) (0.0) (14.3)
Profit (loss) before non
controlling interests
5.8 (1.9) 0.1 57.2 0.0 61.1
Non-controlling interests 0.0 0.1 0.0 (22.8) 0.0 (22.7)
Profit (loss) for the period
attributable to the owners of
the parent
5.8 (1.8) 0.1 34.4 0.0 38.4

Gross operating revenue in 2024, split up by main business segment, can be analyzed as follows versus the amounts of 2023:

2024
(€ millions)
Magazine
publishing
Cairo
Editore
Advertising TV publishing
La7 and
network
operator
RCS Elimination
s and
unallocated
Total
TV advertising 0 157.4 108.3 0.4 (109.2) 156.9
Advertising on print media,
Internet and sporting events
7.8 238.0 1.4 378.1 (224.7) 400.6
Other TV revenue 0 0 2.4 2.5 (0.3) 4.6
Magazine over-the-counter sales
and subscriptions
63.2 0 0 326.5 (1.7) 388.0
VAT relating to publications (1.1) 0 0 (3.2) 0 (4.2)
Sundry revenue 0 2.7 8.3 152.6 (9.1) 154.5
Total gross operating revenue 70.0 398.2 120.3 856.9 (344.9) 1,100.3
Other revenue 10.5 8.7 2.6 44.6 (8.4) 58.0
Total gross revenue 80.4 406.8 122.9 901.5 (353.4) 1,158.3
2023
(€ millions)
Magazine
publishing
Cairo
Editore
Advertising TV publishing La7 and
network
operator
RCS Elimination
s and
unallocated
Total
TV advertising 0 150.8 102.2 0.4 (103.1) 150.3
Advertising on print media,
Internet and sporting events
8.6 248.8 2.7 384.6 (234.7) 410.2
Other TV revenue 0 0 1.8 2.8 (0.3) 4.3
Magazine over-the-counter sales
and subscriptions
70.1 0 0 336.3 (2.1) 404.3
VAT relating to publications (1.2) 0 0 (3.4) 0 (4.5)
Sundry revenue 0 3.0 10.2 143.2 (9.0) 147.4
Total gross operating revenue 77.6 402.6 117.0 864.0 (349.2) 1,112.0
Other revenue 9.7 6.7 1.0 37.8 (7.1) 48.0
Total gross revenue 87.3 409.3 118.0 901.8 (356.3) 1,160.0

The main consolidated statement of financial position figures at 31 December 2024 can be compared with the situation at 31 December 2023:

(€ millions) 31/12/2024 31/12/2023
Tangible assets 102.9 107.1
Rights of use leased assets 135.5 130.4
Intangible assets 983.5 987.3
Financial assets 33.8 35.0
Deferred tax assets 84.5 84.0
Net working capital (42.1) (47.1)
Total assets 1,298.1 1,296.7
Non-current liabilities and provisions 76.5 87.8
Deferred tax provision 163.3 163.4
(Financial position)/Net debt (21.5) 4.8
Liabilities from leases (pursuant to IFRS 16) 150.2 145.4
Equity attributable to the owners of the parent 572.5 548.4
Equity attributable to non-controlling interests 357.1 346.9
Total equity and liabilities 1,298.1 1,296.7

In 2024, as part of the share buy-back plans, no treasury shares were sold or purchased. At 31 December 2024, Cairo Communication held a total of no. 779 treasury shares, or 0.001% of the share capital, subject to Article 2357-ter of the Italian Civil Code.

It should be noted that:

  • the Shareholders' Meeting held by RCS on 8 May 2024 approved the distribution of a dividend of Euro 0.07 per share, gross of tax, with ex-dividend date on 20 May 2024, for a total of approximately Euro 36.2 million (Euro 21.7 million the share of Cairo Communication),

  • the Shareholders' Meeting held by Cairo Communication on 8 May 2024 approved the distribution of a dividend of Euro 0.16 per share, gross of tax, with ex-dividend date on 27 May 2024, for a total of approximately Euro 21.5 million.

  • As a result of dividend distribution, the change in the net financial position at the Group level was approximately Euro 36 million.

Consolidated net financial debt at 31 December 2024, versus the consolidated financial statements amounts at 31 December 2023, is summarized in the table below:

Net financial position (Euro millions) 31/12/2024 31/12/2023 Changes
Cash and cash equivalents 83.3 58.1 25.2
Other current financial assets and financial 0.1 0.9 (0.8)
receivables
Current financial assets (liabilities) from
derivative instruments
0.0 0.2 (0.2)
Current financial payables (16.2) (23.6) 7.4
Current net financial position (net financial
debt)
67.2 35.6 31.6
Non-current financial payables (45.7) (40.4) (5.3)
Non-current financial assets (liabilities) from
derivative instruments
0.0 0.0 0.0
Non-current net financial position (net
financial debt)
(45.7) (40.4) (5.3)
Net financial position (net financial debt) 21.5 (4.8) 26.3
Liabilities from leases (pursuant to IFRS 16) (150.2) (145.4) (4.8)
Total net financial position (net financial
debt)
(128.7) (150.2) 21.5

The consolidated net financial position at 31 December 2024 stood at approximately Euro 21.5 million (net debt of Euro 4.8 million at end 2023). The change versus end 2023 is explained mostly by the positive contribution from ordinary operations, partly offset by outlays for dividends of Euro 36 million and for technical expenditure and non-recurring expense totaling Euro 41.8 million.

Total net financial debt, which includes financial liabilities from leases recognized in accordance with IFRS 16 (mainly property leases) of Euro 150.2 million, amounted to Euro 128.7 million (Euro 150.2 million at 31 December 2023).

2. Cairo Communication S.p.A. - Parent performance

The main income statement figures of Cairo Communication S.p.A. in 2024 can be compared as follows versus those in 2023:

(€ millions) 2024 2023
Gross operating revenue 5.0 4.8
Advertising agency discounts 0.0 0.0
Net operating revenue 5.0 4.8
Other revenue and income 0.1 0.3
Total revenue 5.1 5.1
Production costs (2.7) (2.7)
Personnel expense (1.9) (1.9)
EBITDA 0.5 0.5
Amortization, depreciation, provisions and write-downs (0.2) (0.2)
EBIT 0.3 0.3
Net financial income (expense) (2.0) (1.8)
Other gains (losses) from financial assets/liabilities 27.0 20.7
Profit (loss) before tax 25.2 19.3
Income tax 0.1 0.1
Profit (loss) for the year 25.3 19.4

In 2024, Cairo Communication continued to operate in TV advertising sales (La7, La7d) through its subsidiary CAIRORCS Media on a sub-concession basis, invoicing advertising spaces directly to its customers and returning to Cairo Communication a share of revenue generated by resources managed on a sub-concession basis. Revenue from sub-concession fees charged to the subsidiary CAIRORCS Media is shown net of the fees paid back to the publishers who own the media.

In 2024, EBITDA came to a positive Euro 0.5 million (Euro 0.5 million in 2023) and EBIT to a positive of approximately Euro 0.3 million (Euro 0.3 million in 2023). Net profit was approximately Euro 25.3 million (Euro 19.4 million in 2023).

In 2024, "Other income (expense) from financial assets and liabilities" mainly includes dividends approved by subsidiaries RCS MediaGroup for Euro 21.7 million, Cairo Editore for Euro 4.9 million, and Cairo Publishing for Euro 0.2 million (in 2023, Euro 18.7 million RCS MediaGroup, Euro 1.9 million Cairo Editore, and Euro 0.2 million Cairo Publishing).

The Parent statement of comprehensive income can be analyzed as follows:

€ millions 2024 2023
Profit (loss) for the year 25.3 19.4
Other reclassifiable items of the comprehensive income statement
Gains (losses) from cash flow hedges 0.0 (0.2)
Tax effect 0.0 0.0
Other non-reclassifiable items of the comprehensive income
statement
Actuarial gains (losses) from defined benefit plans 0.0 0.0
Tax effect (0.0) (0.0)
Total comprehensive income 25.3 19.3

The main statement of financial position figures of Cairo Communication S.p.A. at 31 December 2024 can be compared with the situation at 31 December 2023:

(€ millions) 31/12/2024 31/12/2023
Tangible assets 0.2 0.2
Rights of use leased assets 0.0 0.1
Intangible assets 0.2 0.2
Financial assets 324.4 326.0
Other non-current financial assets 4.5 4.5
Net working capital (23.2) (29.1)
Total assets 306.2 301.9
Non-current liabilities and provisions 1.1 1.1
(Financial position)/Net debt 41.2 40.7
Liabilities from leases (pursuant to IFRS 16) 0.0 0.1
Equity 263.9 260.1
Total equity and liabilities 306.2 301.9

The net financial debt of the Parent at 31 December 2024, versus the situation at 31 December 2023, is summarized as follows:

Euro/000 31/12/2024 31/12/2023 Change
Cash funds 10,345 21,922 (11,577)
Non-current assets for hedging derivatives 0 0 0
Financial payables to La7 S.p.A. (41,327) (41,036) (291)
Financial payables to subsidiaries - intra-group (232) (11,476) 11,244
c/a
Non-current financial payables
(10,000) (10,000) 0
Current financial payables 0 0 0
Net financial debt (41,214) (40,590) (624)
Liabilities from leases (44) (83) 39
Total net financial debt (41,258) (40,673) (585)

Financial payables to subsidiaries are attributable to the short-term interest-bearing cash deposit agreement with La7 S.p.A. (Euro 41.3 million) and to the intra-group current account for Euro 0.2 million.

Total net financial debt also includes Euro 44 thousand in financial liabilities from lease contracts recorded in the financial statements pursuant to IFRS 16 (relating to company cars).

Statement of reconciliation of Parent equity and profit and Group equity and profit

The statement of reconciliation of equity and profit of Cairo Communication S.p.A. and Group equity and profit can be analyzed as follows:

(€ millions) Equity Profit (loss) for the
31/12/2024 period
Separate financial statements of Cairo Communication S.p.A. 263.9 25.3
Elimination of the carrying amount of consolidated equity investments: 0 0
- Difference between carrying amount of investments and their equity
value
50.6
- Effects of the purchase price allocation of RCS S.p.A. 156.2 -0.5
- Effects of the purchase price allocation of La7 S.p.A. 0.0 0.0
- Share in consolidated companies' profit net of investment impairment
losses
47.4
Allocation of consolidation differences
- RCS goodwill net of tax effects 112.4 0.0
- Other goodwill 7.2
- Elimination of intra-group profits net of income tax (17.8) 0.0
- Elimination of intra-group dividends (26.9)
Consolidated financial statements of Cairo Communication 572.5 45.2

Main business segment operating results and related risk factors and strategic opportunities

MAGAZINE PUBLISHING CAIRO EDITORE

Cairo Editore - Cairo Publishing

Cairo Editore operates in the magazine publishing segment through (i) the weeklies "Settimanale DIPIU'", "DIPIU' TV" and the supplements "Settimanale DIPIU' e DIPIU'TV Cucina e Stellare", "Diva e Donna", the fortnightly supplement "Cucina Mia", "TV Mia", "Nuovo", "F", "Settimanale Giallo" "NuovoTV", "Enigmistica Più" and "Enigmistica Mia", (ii) the monthly magazines "Natural Style", Bell'Italia", "Gardenia" and "Arte".

The results achieved by the Cairo Editore publishing segment in 2024 can be analyzed as follows:

Cairo Editore publishing segment 2024 2023
(€ millions)
Operating revenue 70.0 77.6
Other income 10.5 9.7
Change in inventory (0.0) 0.0
Total revenue 80.4 87.2
Production costs (53.8) (63.3)
Personnel expense (14.8) (16.1)
Non-recurring income (expense) (0.7) 0.0
EBITDA 11.1 7.9
Amortization, depreciation, provisions and write-downs (1.2) (1.4)
EBIT 9.9 6.5
Other gains (losses) from financial assets/liabilities (0.0) 0.0
Net financial income (expense) 0.0 0.3
Profit (loss) before tax 9.9 6.8
Income tax (2.0) (1.0)
Profit (loss) before non-controlling interests 7.9 5.8
Non-controlling interests 0.0 0.0
Profit (loss) for the period attributable to the owners of the 7.9 5.8

In 2024, amid persisting uncertainty from the conflicts in Ukraine and the Middle East, Cairo Editore strongly improved its results versus 2023.

EBITDA and EBIT came to approximately Euro 11.1 million and approximately Euro 9.9 million (Euro 7.9 million and Euro 6.5 million in 2023).

The Group weeklies reported high circulation results, with an average ADS weekly circulation in 2024 of 248,059 copies for "Settimanale DIPIU", 114,361 copies for "DIPIU' TV", 31,843 copies for "Settimanale DIPIU' e DIPIU'TV Cucina", 79,305 copies for "Diva e Donna", 133,560 copies for "Settimanale Nuovo", 58,886 copies for "F", 53,713 copies for "TVMia", 41,454 copies for "Settimanale Giallo", and 64,687 copies for "NuovoTV", reaching a total of approximately 0.8 million average weekly copies sold, and making the Group the leading publisher in copies of weeklies sold at newsstands, with an approximately 30% market share. Including the average sales of titles out of the ADS survey (comprising copies sold of "Enigmistica Più" and of "Enigmistica Mia"), average copies sold were approximately 1 million.

Cairo Editore's activities continued to focus also on enhancing the value of editorial content, developing existing brands, and launching new projects.

Below are some of the main initiatives implemented in 2024:

  • in January, the monthly Arte and Catalogo dell'Arte Moderna participated in Arte Fiera, and in June Arte was released with a special issue dedicated to the 2024 Venice Biennial. June also saw the publication of an in-depth study dedicated to Art Basel;
  • in March, Bell'Italia unveiled the release of the first volume of Guide Osterie d'Italia 2024, and in June presented the new Sardinia special on newsstands with Corriere della Sera; in July, it launched "Italia Segreta", a podcast series celebrating Italy's hidden wonders, and in December, showcased a special issue dedicated to Rome marking the 2025 Jubilee, offering a tour of the Jubilee's iconic locations;
  • in the year, Gardenia presented the first volume of Manuale del perfetto giardiniere, in collaboration with the Royal Horticultural Society, hosted the Botanica Illustrata exhibition in collaboration with the City of Milan, and celebrated its 40th anniversary with a floral display in the courtyard of Palazzo

Reale in Milan;

  • in 2024, F appeared on newsstands with a graphic redesign under the Evolution project and celebrated its twelfth anniversary with the editorial project It's time to..; for the Day for the Elimination of Violence Against Women, it supported the "Sì è solo sì" campaign and the "Uomini che amano le donne" manifesto signature collection;
  • Settimanale Dipiù celebrated its 20th anniversary with two collector's issues;
  • starting August, Albina Perri is the new editor-in-chief of Giallo;
  • from 15 to 20 October, the 23rd Cairo Prize and the Art Prize took place;
  • in November, a special collector's issue of Antiquariato was released for enthusiasts and collectors, featuring key market exhibitions, major exhibition events in Italy and Europe, and insights into the art and design relationship;
  • in November again, Il Catalogo dell'Arte Moderna celebrated its 60th edition with record numbers: over 1000 pages, 1000 artists, and exclusive content.

Starting with the issue following the February 2024 edition. Cairo Editore discontinued the publication of five monthly magazines (Bell'Europa, In Viaggio, Airone, For Men Magazine, Antiquariato). These magazines had been consistently generating negative margins for several years. In early February, two reorganization plans were signed with Cairo Editore union representatives, assisted by territorial organizations, to manage 32 declared redundancies among journalists (16) and graphic designers (16). The procedures were concluded through joint examination with the Ministry of Labour on 27 February 2024, and with the Lombardy Region on 29 February 2024, respectively. Under the plans, Cairo Editore obtained activation for CIGS for reorganization, effective for a duration of 24 months from March 2024, with a maximum allowance for 16 journalists and 16 graphic designers. The Company also obtained access to 32 early retirements (16 journalists and 16 graphic designers), in accordance with current regulations and within the limit of positions available under the allocated resources. During the year, there were 5 early retirement leaves (4 journalists and 1 graphic designer), and Cairo Editore hired 2 journalists with a permanent contract, as per regulations.

After year end, the merger of Cairo Publishing into Cairo Editore was finalized.

ADVERTISING

With regard to the advertising segment, at end 2020 Cairo Communication and RCS transferred in a newlyestablished investee, CAIRORCS Media S.p.A., the advertising sales business units for RCS's print and online titles in Italy and the print, television and online titles of Cairo Editore and La7, as well as certain third-party media.

The results achieved by Advertising in 2024 can be analyzed as follows:

Advertising segment 2024 2023
(€ millions)
Gross operating revenue 398.2 402.6
Advertising agency discounts (52.6) (52.5)
Net operating revenue 345.6 350.2
Other income 8.7 6.7
Change in inventory 0.0 0.0
Total revenue 354.3 356.9
Production costs (328.9) (330.1)
Personnel expense (23.2) (24.0)
Non-recurring income (expense) (1.0) 0.0
EBITDA 1.2 2.8
Amortization, depreciation, provisions and write-downs (2.7) (2.5)
EBIT (1.5) 0.3
Other gains (losses) from financial assets/liabilities 0.0 0.0
Net financial income (expense) (2.6) (2.2)
Profit (loss) before tax (4.1) (1.9)
Income tax 0.5 0.0
Profit (loss) before non-controlling interests (3.6) (1.9)
Non-controlling interests 0.4 0.1
Profit (loss) for the period attributable to the owners of (3.2) (1.8)
the parent
In 2024, EBITDA
came to Euro 1.2 million and EBIT
2023).
In 2024:
-
gross advertising sales on La7 and La7d channels amounted to approximately Euro 157.4 million (Euro
150.8 million in 2023),
-
advertising sales on Cairo Editore titles amounted to Euro 10 million (Euro 11.1 million in 2023),
-
gross advertising revenue of RCS titles in Italy amounted to Euro 214.3 million (Euro 222.4 million in
2023).
to Euro -1.5 million (Euro 2.8 and Euro 0.3 million in
TV PUBLISHING (La7) AND NETWORK OPERATOR
The Group started operations in the TV field in 2013, following acquisition from Telecom Italia Media S.p.A.
of the entire share capital of La7 S.r.l. (today La7 S.p.A.) as of 30 April 2013, with the upstream integration
of its concessionaire business for the sale of advertising space, diversifying its publishing activities previously
focused on magazines.
At the acquisition date, the financial situation of La7 had called for the implementation of a restructuring plan
aimed at reorganizing and streamlining
the corporate structure and at curbing costs, while retaining the high
quality levels of the programming. Starting from May 2013, the Group began to implement its own plan to
restructure the company, achieving, as early as the May-December eight-month period of 2013, a positive
gross operating profit (EBITDA), strengthening in the years that followed the results of the cost rationalization
measures implemented.
  • gross advertising sales on La7 and La7d channels amounted to approximately Euro 157.4 million (Euro 150.8 million in 2023),
  • advertising sales on Cairo Editore titles amounted to Euro 10 million (Euro 11.1 million in 2023),
  • gross advertising revenue of RCS titles in Italy amounted to Euro 214.3 million (Euro 222.4 million in 2023).

TV PUBLISHING (La7) AND NETWORK OPERATOR

At the acquisition date, the financial situation of La7 had called for the implementation of a restructuring plan aimed at reorganizing and streamlining the corporate structure and at curbing costs, while retaining the high quality levels of the programming. Starting from May 2013, the Group began to implement its own plan to restructure the company, achieving, as early as the May-December eight-month period of 2013, a positive gross operating profit (EBITDA), strengthening in the years that followed the results of the cost rationalization measures implemented.

With regard to the network operator business, in 2014, the Group company Cairo Network took part in the tender procedure opened by the Ministry of Economic Development for the assignment of rights to use TV frequencies for digital terrestrial broadcasting systems, winning the rights of use for a period of 20 years. The mux covers at least 94% of the national population, providing high-quality service levels. January 2017 marked the start of the broadcasting of La7 channels on the mux. In 2024, it also hosted Dazn Channel (until July 2024), some of Elda Srl's "Italy" and "Art" channels, and some of GMH's channels.

The results achieved by the TV publishing (La7) and network operator segment in 2024 can be analyzed as follows:

TV publishing and network operator segment 2024 2023
(€ millions)
Gross operating revenue 120.3 117.0
Other income 2.6 1.0
Change in inventory 0.0 0.0
Total revenue 122.9 118.0
Production costs (64.1) (63.3)
Personnel expense (37.6) (38.1)
EBITDA 21.1 16.6
Amortization, depreciation, provisions and write-downs (18.2) (17.2)
EBIT 2.9 (0.6)
Other gains (losses) from financial assets/liabilities 0.0 0.0
Net financial income (expense) 1.2 0.8
Profit (loss) before tax 4.1 0.2
Income tax (1.0) (0.1)
Profit (loss) before non-controlling interests 3.1 0.1
Non-controlling interests 0.0 0.0
Profit (loss) for the period attributable to the owners of 3.1 0.1
the parent

In 2024, the TV publishing (La7) and network operator segment saw a growth in EBITDA to approximately Euro 21.1 million (Euro 16.6 million in 2023) and EBIT of approximately Euro 2.9 million (Euro -0.6 million in 2023).

In 2024, La7's average share was 3.9% in all-day and 5.5% in prime time (20:30-22:30), a 13% increase in both slots versus 2023, confirming a high-quality audience. Specifically, in the 20:00/22:30 time slot, La7 was the fourth channel in ratings in the year with a 5.7% share and the third in April, May, September, October and November. In the year, TgLa7 8 p.m. edition's share grew by 16%. In the morning slots (7:00/12:00), La7 achieved a 4% share, claiming the fifth position in the national ranking. La7's ratings growth continued in January (+19% on all-day share and +11% in prime time) and February 2025 (+16% on all-day share and +8% in prime time), confirming in both months its rating as third channel in the 20:00/22:30 time slot. La7d's share in 2024 was 0.5% in both all-day and prime time. The La7 channel's news and discussion programmes in 2024 all continued to deliver remarkable results: Otto e Mezzo with 8% average share from Monday to Friday, TgLa7 8 p.m. edition with 7.1% from Monday to Friday, diMartedi 8.1%, Una giornata particolare 6.6%, Piazzapulita 5.9%, Propaganda Live 6.2%, In Altre Parole 5.4% on Saturday, In Onda 6.4%, Omnibus La7 4.3%, Coffee Break 4.5% from Monday to Friday, L'Aria che tira 5.2%, Tagadà 4.2%, 100 minuti 5.1%, the two specials of In Viaggio con Barbero 5.8%, La Torre di Babele 4.6%, the four specials of Inchieste da fermo 3.9% and Eden un pianeta da salvare 2.9%.

In 2024, La7 confirmed its leadership among generalist TV stations in terms of news hours (an average of almost 13 hours per day) and was the second channel in terms of live hours (an average of 10 hours per day).

On the digital front, in 2024 average daily unique users were 416 thousand and 5.7 million average monthly unique users. Stream views were 15.8 million per month. In 2024, the average monthly unique browsers of Tg.La7.it were 2.8 million. At end December 2024, followers of La7 and its active programmes on Facebook, X, Instagram, TikTok, Whatsapp, and Threads were 7.9 million.

RCS

In 2016, the Group started operations in the daily newspaper publishing segment with the acquisition of the control of RCS.

RCS, both directly and indirectly through its subsidiaries, publishes and distributes - in Italy and Spain - daily newspapers and magazines (weeklies and monthlies), and is also involved in the distribution of editorial products at newsstands.

Specifically, in Italy RCS publishes the dailies Corriere della Sera and La Gazzetta dello Sport, as well as various weeklies and monthlies such as Io Donna, Oggi, Amica, Living, Style Magazine, Sportweek, Sette, Dove and Abitare.

In Spain, it operates through its subsidiary Unidad Editorial S.A., publisher of the dailies El Mundo, Marca and Expansion, as well as several magazines such as Telva.

RCS is also marginally active in the Pay TV market in Italy, through the satellite and OTT TV channel Caccia e Pesca and also publishes the web TVs of Corriere della Sera and La Gazzetta dello Sport.

In Spain, it is active with the leading national sports radio Radio Marca and the web TV of El Mundo, and broadcasted the two digital TV channels GOL and Dmax, whose content is produced by third parties.

RCS also organizes, through RCS Sport and RCS Sports & Events, major world sporting events (such as Giro d'Italia, the UAE Tour and the Milano City Marathon).

With Solferino - i libri del Corriere della Sera - and Fuoriscena, it is active in book publishing; June 2020, instead, saw the start of activities of RCS Academy, the Group's Business School.

RCS generated negative results prior to 2016, and has embarked on an operational restructuring process to restore profitability. In 2016, profit had amounted to Euro 3.5 million,2 marking a return to positive territory by the RCS Group (the first time since 2010), and in 20172 , 20182 201922020220212 20222and 20232profit had amounted to Euro 71.1 million, Euro 85.2 million, Euro 68.5 million, Euro 31.7 million,Euro 72.4 million, Euro 50.1 million and Euro 57 million.

The results achieved by the RCS segment in 2024 can be analyzed as follows:

2 RCS 2017, 2018, 2019, 2020, 2021, 2022 and 2023 Annual Report

RCS 2024 2023
(€ millions)
Gross operating revenue 856.9 864.0
Advertising agency discounts (37.7) (38.0)
Net operating revenue 819.2 826.1
Change in inventory (0.1) (0.7)
Other revenue and income 44.6 37.8
Total revenue 863.7 863.2
Production costs (463.8) (480.8)
Personnel expense (244.0) (241.7)
Non-recurring income and expense (2.5) (0.4)
EBITDA 153.5 140.2
Amortization, depreciation, provisions and write-downs (62.2) (59.5)
EBIT 91.3 80.7
Other gains (losses) from financial assets/liabilities 0.1 1.3
Net financial income (expense) (8.5) (11.6)
Profit (loss) before tax 82.8 70.4
Income tax (20.7) (13.3)
Profit (loss) before non-controlling interests 62.1 57.2
Non-controlling interests (24.8) (22.8)
Profit (loss) for the period attributable to the owners of 37.4 34.4
the parent

In 2024, against a backdrop still dominated by the uncertainty caused by the conflicts in Ukraine and the Middle East, RCS achieved - in the consolidated financial statements of Cairo Communication - an EBITDA of approximately Euro 153.5 million3 and an EBIT of Euro 91.3 million (Euro 140.2 million and Euro 80.7 million in 2023). Net non-recurring expense and income came to Euro -2.5 million (Euro -0.4 million in 2023).

In 2024, net operating revenue amounted to Euro 819.2 million, with total digital revenue (Italy and Spain) amounting to approximately Euro 219 million and accounting for approximately 26.7% of total revenue (in Spain 41.4%). Total advertising sales from RCS online media amounted to Euro 146.1 million in 2024, making for 43% of total advertising revenue (in Spain 66.2%).

Both Italian newspapers retained their circulation leadership in their respective market segments in 2024 (ADS). In Italy, in 2024 average daily copies circulated including digital copies of Corriere della Sera stood at 231 thousand, and those of La Gazzetta dello Sport at 142 thousand copies (ADS January-December 2024). Corriere della Sera was able to achieve the excellent newsstand circulation results and, most importantly, to continue the growth in digital development. La Gazzetta dello Sport, in the Audipress 2024/III survey, retained its position as the most-read Italian newspaper with approximately 2.1 million readers, followed in second place by Corriere della Sera with approximately 1.7 million readers.

At end December, the total active digital customer base (digital edition, membership and m-site) of Corriere della Sera reached 685 thousand subscriptions (595 thousand at end 2023 - Internal Source), while the customer base of Gazzetta's pay products (G ALL, G+, GPRO and Fantacampionato) reached 251 thousand subscriptions (214 thousand at end 2023 - Internal Source).

The main digital performance indicators confirm the top market position of RCS. The Corriere della Sera

3 Mention should be made that RCS adopts a different definition of EBITDA from the one used by the Cairo Communication Group, as indicated in the section below "Alternative Performance Measures". As a result of these differences - relating to allocations to the provisions for risks and charges and the allowance for impairment, totaling Euro 5.5 million in 2024 - EBITDA reported in the RCS 2024 Annual Report approved on 24 March 2025 amounts to Euro 148 million.

and La Gazzetta dello Sport brands, in the period January-December 2024, counted 28.5 million and 15.4 million average monthly unique users, and in the period January-December 2024 3.8 million and 2.1 million average daily unique users (Audicom).

The main social accounts of the Corriere System at 31 December 2024 reached approximately 13.6 million total followers (considering Facebook, Instagram, X, LinkedIn and TikTok - Internal Source) and those of La Gazzetta dello Sport 6.7 million (considering Facebook, Instagram, X, TikTok and YouTube - Internal Source).

Including digital copies, in 2024 the average daily circulation of El Mundo, Marca and Expansión stood at approximately 51 thousand copies, 50 thousand copies and 21 thousand copies (OJD). The latter two newspapers retained their circulation leadership in their respective market segments also at December 2024 (OJD). The latest Estudio General de Medios survey published in December 2024 confirms Unidad Editorial as the daily news leader with almost 1.6 million total daily readers for the three daily titles. Marca, with 978 thousand readers, is the most widely read newspaper in Spain, El Mundo the second among generalists with 488 thousand readers and third among daily newspapers.

In Spain as well, the main digital performance indicators confirm Unidad Editorial's top market position, with elmundo.es, marca.com and expansión.com reaching 40 million, 79.2 million and 8.7 million average monthly unique browsers respectively in 2024, comprising both domestic and foreign browsers and including apps (Google Analytics). The international English-language version of Marca achieved 21.4 million average monthly unique browsers in 2024 (Google Analytics), including those of marca.com above. The social audience of Unidad Editorial Group titles (Internal Source) stands at 11.9 million followers for El Mundo, 20 million for Marca and 2.5 million for Telva (considering Facebook, Instagram, X and TikTok) and 1.5 million for Expansión (considering Facebook, Instagram, X, LinkedIn and TikTok).

In Spain, at end December 2024, digital subscriptions (digital edition and premium) grew to reach approximately 163 thousand subscriptions for elmundo.es (136 thousand at end 2023 - Internal Source) and approximately 110 thousand subscriptions for expansion.com (82 thousand at end 2023 - Internal Source). At 31 December 2024, the net financial position came to Euro 7.8 million (Euro 23.4 million at 31 December 2023). The change is explained mostly by the positive contribution from ordinary operations, partly offset by outlays for dividend distribution of approximately Euro 36.3 million, and for technical expenditure and non-recurring expense of approximately Euro 25.5 million. It should be noted that at 31 December 2024, projected tax receivables for the publishing industry totaling approximately Euro 38.8 million (including residual receivables from 2021, 2022, and 2023) are recorded in the balance sheet assets. The total net financial debt of RCS, which includes financial liabilities from leases recognized in accordance with IFRS 16, totaling Euro 135 million (mainly property leases), amounted to Euro 127.2 million (Euro 151.4 million at 31 December 2023).

RCS's activities continued to focus also on enhancing the value of editorial content, developing existing brands, and launching new projects.

Below are some of the main initiatives implemented in Italy in the Newspapers area in 2024:

  • on 23 January, the L'Economia channel launched the new digital offering "Chiedi all'Esperto", and on 20 February the Salute channel launched the new "Sportello Cancro";
  • La Gazzetta dello Sport and its supplements, G Magazine and Sportweek, followed the major sporting events of the year, from the European Football Championships to the Paris Olympics;
  • in early 2024, La Gazzetta dello Sport opened two new social channels: Linkedin and YouTube;
  • in early March 2024, La Gazzetta dello Sport launched its new app, which offers access to both the site's news and the daily newspaper's browser in digital format;
  • on 14 March, the FAST channel "Talks by Corriere della Sera" was launched on Samsung TV Plus;
  • in first quarter 2024, La Gazzetta dello Sport unveiled a new organization for the cross platform video area (website and social channels);
  • in April, Sportweek underwent a restyling and throughout 2024 released various specials dedicated to the F1 World Championship, MotoMondiale, Giro d'Italia, European Football Cup 2024, women's sports, and a collection of 2024's top sports competition and victory photos;
  • the G magazine supplement also produced several 2024 specials for major cycling classics, the IBI 24 International Tennis Championships, the ATP finals, and the Ski World Cup;

  • in May, VISA and Corriere della Sera launched the second edition of "She's Next" to support women's entrepreneurship;
  • on 8 May, the new digital channel Figli & Genitori was launched, and the related App was also released on 17 June;
  • on 5 June, Corriere della Sera celebrated the World Environment Day, with a green paper edition of the newspaper and the first edition of Festival Pianeta 2030;
  • 6 June saw the completion of the redesign of Corriere della Sera's Instagram profile, which reached nearly 1.9 million followers;
  • on 15 June, to mark Italy's first match at Euro 2024, La Gazzetta dello Sport released a collector's issue printed on light blue paper, while the home page of gazzetta.it and the app were also coloured light blue;
  • on 18 June, the new app for L'Economia was launched, featuring highlights such as an artificial intelligence-based virtual assistant (developed together with OpenAI) and browsing customized to user interests;
  • as part of the ongoing development of Gazzetta Motori, the new multi-platform video project "Guida con Noi" was launched in June. Gazzetta Motori in 2024 confirmed its leadership in its segment with 2.9 million average monthly unique users;
  • in third quarter 2024, the new Salute app was released as a subscription with corriere.it;
  • in October, La Gazzetta dello Sport announced a partnership with One of Us, the in-app community revolutionizing young talent scouting digitally;
  • for the U.S. presidential election, a partnership with The New York Times was established, enabling the sale of a joint Corriere and The New York Times subscription;
  • several new podcast series available in both Gazzetta and Corriere della Sera were launched in 2024;
  • new video columns on Corriere TV were produced in 2024, and new live slots live from Corriere TV studios;
  • the digital special "Muoviamoci contro la violenza sulle donne" was produced for the day for the elimination of violence against women;
  • the year 2024 featured the continuation of major events, including Obiettivo5 (7–8 March) focused on gender equality topics, Italia Genera Futuro (11 March), presenting a ranking of the top thousand Italian small and medium-sized enterprises; the Forum Internazionale Pact4Future (25-28 March) held with Bocconi University, from 25 March until 9 December the stages of the cycle of meetings Le Economie d'Italia (with the events dedicated to the regions of Lombardy, Apulia, Piedmont, Lazio, Tuscany, Sardinia, Sicily, Campania and Veneto), a journey of L'Economia through the small and medium-sized Italian enterprises, the event related to Corriere's birthday "Come cambia l'informazione, dietro le quinte del Corriere", the Premio Bilancio di Sostenibilità (8 April), Women in Food (10-11 April), the installation «Città Miniera: Design, Dismantle, Disseminate» (15-21 April), an event held during Milan Design Week together with the furnishing publications Living and Abitare at the headquarters of Corriere della Sera, Civil Week (9-12 May), Tech Emotion (16-18 May) and "Tech Emotion - Frames: Learnings for future vision" (28-29 May), in June the Milano Football Week, from 6-8 September the first edition of the Barbera Wine Festival, from 12-15 September the eleventh edition of the Il Tempo delle Donne Festival, which garnered over 30 thousand live attendances and over 6.5 million streams online and on social networks, from 20-22 September the third edition of Trento DOC Festival, on 18 September "L'Economia del mare", on 23 September the start of the fifth edition of Campbus. Cook Fest was held from 4 to 6 October, Il Festival dello Sport in Trento from 10 to 13 October, the second edition of the Change event by Corriere della Sera and Politecnico di Milano on 15 October, "Capitale Umano" on 17 October, Festival della Gentilezza from 8 to 9 November, L'Economia del Futuro from 13 to 14 November, Il Tempo della Salute from 14 to 17 November, Cook Night on 25 November, and finally, in December, "L'Europa e l'industria del riciclo" and the tenth edition of Gazzetta Sports Awards, the awards that celebrate sports champions every year;
  • on the series, books and add-ons front in 2024, La Gazzetta dello Sport published the book "Chiedimi chi era Pantani", the "Milo Manara Collection", the "Pokemon" collection, the "I sentieri della grande guerra" series, the anastatic publications of the "Album calciatori Panini" and the "Il Grande Blek"

strips, the collection of unpublished essays "Terrorismo italiano", the book "Estasi nerazzurra", the series "Due stelle nerazzurre", and the innovative English course "English by Norma's Teaching", the "Dragon Ball" manga series, the collection of "Alan Ford" anastatic albums, the "Biblioteca Topipittori" series, and the One Piece DVD collection. As for Corriere della Sera, in 2024 it published "Il futuro della democrazia", "Lenin - La vita e la rivoluzione", "Longevità. Vivere bene per vivere a lungo", "Viaggi brevi - percorsi insoliti", "Giovinezza", "Con l'anima di traverso", "Le sanguisughe di Giulietta. Storie di progresso e contraddizioni della Medicina", "Interstellar", "Il Cubo e io", "Io uccido", "Scienza e Filosofia", "Inchiesta su Gesù" and "Inchiesta sul cristianesimo", "Parigi è sempre Parigi", a collector's insert dedicated to Inter's 20th Scudetto victory, "Gentile", and "Le mie canzoni d'amore", a volume dedicated to poet Alda Merini. The series published include the one dedicated to Alessandro Baricco, the reissue of Oriana Fallaci's works, "Pratiche giapponesi per raggiungere la felicità", the one dedicated to the famous couple Julia Donaldson and Axel Scheffler, "Storia del Fascismo", "Amori mitici", "America Oggi", the essays by Alessandro Barbero, "Biblioteca del Giallo" and "La nuova fotografia di Oliviero Toscani".

In 2024, the Magazines Italy area too developed numerous editorial initiatives, including:

  • in February, Amica launched its first podcast series, "Fashion files - i feticci della moda", followed in November by a second series;
  • on 15 March, Style Piccoli and quimamme.it in collaboration with iO Donna, Corriere Salute, Fondazione Corriere della Sera and the Italian Parents Movement, organized the event "Elogio dell'empatia-Contributo al dialogo sul bullismo";
  • Amica, in collaboration with the Academy of Fine Arts, hosted the first edition of a contest that invited students to explore the theme of the dialogue between art and fashion through their expressions;
  • in April, Style Fashion Issue celebrated ten years with a special issue and an event at the Contemporary Art Pavilion in Milan;
  • on 25-26 May, the "A corpo libero" event organized by iO Donna was held for the second year;
  • on 24 May, the monthly Dove hit the newsstands with a new look, featuring revamped graphics and content;
  • starting 9 July, Andrea Biavardi took over as the new editor-in-chief of the weekly magazine Oggi;
  • in September, enrollment began for the "99 e lode" project, offering 99 female graduates participation in an orientation and training program;
  • on 6 November, a 306-page issue of Living, with a new graphic design and three collectible covers was released in print and digital editions;
  • on 14 November, iO Donna published for the second year an edition with three different issues, 428 pages in total, entitled "Ora, domani, futuro";
  • 22 and 23 November saw the second edition of "Tempo del viaggio", the event organized by Dove with Corriere della Sera, accompanied by a special issue;
  • in December, a collector's issue dedicated to Haute Couture "The Haute Issue", the supplement "Speciale sfilate Primavera/Estate 2025" and the astrological diary were distributed on newsstands together with Amica.

Regarding the Sporting Events area, in 2024, the sporting events in the portfolio were organized, specifically: Giro d'Italia, Strade Bianche, Milano Sanremo, Milano Marathon, Giro d'Italia Women, Il Lombardia, Tirreno Adriatico, UAE Tour, Giro Next Gen, Milano Torino, and Gran Piemonte.

Giro d'Italia, starting in Turin on 4 May and concluding in Rome on 26 May with Slovenian Tadej Pogacar's victory, generated immense enthusiasm and a large public following. Specifically, the audience and digital performance results for bicycle races were remarkably positive. Giro d'Italia improved (average +18%) its national live TV ratings of the first part of each stage, and confirmed the already highly positive figures for the final part, attracting an audience of 1.55 million viewers and a 16.7% share. Globally, Giro d'Italia is watched by nearly 700 million television viewers across five continents; in April 2024, the race received the "Ambassador of Sports Diplomacy" award. In 2024, Giro d'Italia confirmed its appeal by drawing a substantial number of Italian and foreign fans to the roads it crosses. Millions of spectators attended the

stages, generating economic benefits to the regions it passed through. These benefits stem from both the direct impact of spending by spectators and organizers, and the long-term advantages generated by increased tourist attractiveness and investment in local infrastructure.

The major bicycle races also show growing digital engagement versus 2023; specifically Giro d'Italia totalled 220 million page views and a +7% increase in unique users.

The first edition of Giro d'Italia Women took off in Brescia on 7 July and ended on 14 July in L'Aquila with Italian Elisa Longo Borghini's victory. The event achieved strong national live TV ratings, with an average audience of 606 thousand viewers and an average share of 6.1%. Globally, Giro d'Italia Women is followed on television across five continents and totaled 2.7 million page views and 200 thousand unique visitors.

The main social accounts of the sporting event area, at 31 December 2024, reached 6.2 million total followers (considering Facebook, Instagram, X, YouTube, Threads and TikTok - Internal source).

In 2024, RCS Academy, the Group's business school, launched 22 new master's programs, including 15 full-time programs with internships; completed the 2023 autumn master's programs; and placed 354 alumni into employment through its network of partner companies, agencies, and consulting firms. The total number of graduates from 2019 to date has been 2,200 of whom 1,500 young people have been placed in employment.

The success of the Journalism Master Corriere method, now in its 10th edition, continued, as did the success of Sports Journalism, created thanks to the collaboration of journalists from La Gazzetta dello Sport.

In 2024 RCS Academy launched 3 online degree courses in partnership with Università telematica Mercatorum on the topics of Digital Marketing Communication and Fashion with over 600 enrolled in the first quarter.

In 2024, 15 Business talks were held, broadcast live on Corriere.it, on the topics of Business Economy and Sustainability, Alternative Energy Sources, Health System Renewal, Retail & Omnichannel Strategy and Fashion; the first edition of the Job Talk aimed at the HR Community was also organized. Two meetings were held of the 40 Board Members of the Advisory Board attended by Mario Draghi in November at Palazzo Parigi in Milan.

As for the Books performance in Italy (GFK), the market in 2024 saw an overall decline from the prior year in volume (-1.8%) and to a lesser extent also in value (-0.9%). Publications related to the RCS brands (Solferino, Cairo and Fuoriscena) recorded highly positive results with growth versus the prior year both in volume (+32.6%) and value (+39.3%), driven by the positive response of several new releases of the year, which include "Codice Rosso" by Milena Gabanelli and Simona Ravizza, "Nuovo Impero arabo" by Federico Rampini, "I nove doni" by Giovanni Allevi, and "Noi due ci apparteniamo" by Roberto Saviano.

Below are also some of the main initiatives implemented in Spain in 2024:

  • January saw the launch of the new version of La Lectura, El Mundo's cultural supplement, with a redesign that adapts the magazine to the newspaper format while enriching its content;
  • since 10 January, Radio Marca has extended its territorial reach by adding 11 new stations, broadening its presence to Castilla and Leon, a region inhabited by 2 million people;
  • in January, Unidad Editorial reached an agreement with Canela Media to market advertising for its titles in the United States in 2024;
  • in February, Unidad Editorial's Escuela de Formación launched a new, fully revamped web portal to provide users with access to its educational offerings;
  • in March, the business newspaper Expansión launched a new series of video interviews with key players in the Spanish business world;
  • in March, the daily Marca revamped its print edition with a new layout, expanding its content offerings and introducing new weekly supplements;
  • in 2024, work also continued on the organization of major events, including participation with El Mundo and La Lectura in the International Contemporary Art Fair in Madrid, the Foro Internacional de El Mundo "Europa, un año decisivo", with the presence of relevant national and international political personalities, which inaugurated a series of initiatives aimed at celebrating

the 35th anniversary of the newspaper, peaking with a celebratory gala at the International Journalism Award and an exhibition dedicated to the history of the newspaper through the main front pages of the last 35 years. The series of "España está de moda" meetings organized by Telva magazine continued across various provinces in the country. On 8-9 May, the fifth edition of "El foro económico internacional Expansión", organized in association with The European House Ambrosetti, was held, with the participation of prominent national and international figures from politics and the business world; in July, the second edition of Noche del Deporte was held. In October, the sixth Marca Sport Weekend and El Tiempo de las Mujeres, dedicated to women's leadership, were held;

  • on 17 March, marca.com created a new section "Ganamos Juntos", supporting a social cause each month by giving it visibility through sport;
  • in April, the newspaper El Mundo bolstered its weekend offerings by introducing the option to purchase the Hola magazine with the Sunday edition and by expanding and redesigning the Papel section;
  • in April, Unidad Editorial reached an agreement with Warner Bros Discovery to market advertising for its titles in Latin America;
  • the end of May saw the launch of the new Telva Living magazine, dedicated to design, architecture and interior design;
  • in July, the newspaper Expansión launched the new Expansión Business School, which, in collaboration with the Escuela de Unidad Editorial (ESUE), offers professional and specialized training in sustainability, digital transformation, and finance.

Alternative performance measures

In this Annual Report, in order to provide a clearer picture of the financial performance of the Cairo Communication Group, besides of the conventional financial measures required by IFRS, a number of alternative performance measures are shown that should, however, not be considered substitutes of those adopted by IFRS.

The alternative measures are:

· EBITDA: used by Cairo Communication as a target to monitor internal management, and in public presentations (to financial analysts and investors). It serves as a unit of measurement to evaluate Group and Parent operational performance, with EBIT, and is calculated as follows:

Result from continuing operations, before tax

+/- Net finance income

+/- Other income (expense) from financial assets and liabilities

EBIT - Operating profit (loss)

  • Amortization & depreciation

  • Bad debt impairment losses

  • Provisions for risks

EBITDA – Operating profit (loss), before amortization, depreciation, provisions and write-downs

EBITDA (earnings before interest, tax, depreciation and amortization) is not classified as an accounting measure under IFRS, therefore, the criteria adopted for its measurement may not be consistent among companies or different groups.

RCS defines EBITDA as operating profit (EBIT) before depreciation, amortization and write-downs on fixed assets.

The main differences between the two definitions of EBITDA lie in the provisions for risks and in the allowance for impairment, included in the EBITDA definition adopted by RCS, while they are excluded from the EBITDA definition adopted by Cairo Communication. Owing to the differences between EBITDA definitions adopted, in this Annual Report, consolidated EBITDA was determined consistently with the definition adopted by the Parent Cairo Communication.

Consolidated gross revenue: for a more detailed view, and in consideration of the specific features of the segment, operating revenue - for advertising revenue - includes gross operating revenue, advertising agency discounts and net operating revenue. Consolidated gross revenue is equal to the sum of gross operating revenue and other revenue and income.

The Cairo Communication Group also considers the net financial position (net financial debt) as a valid measure of the Group's financial structure determined as a result of current and non-current financial liabilities, net of cash and cash equivalents and current financial assets, excluding financial liabilities (current and noncurrent) from leases previously classified as operating and recognized in the financial statements in accordance with IFRS 16.

The total net financial position (net financial debt) also includes financial liabilities from leases recorded in the financial statements pursuant to IFRS 16, previously classified as operating leases and non-remunerated debt, which have a significant implicit or explicit financing component (e.g. trade payables with a maturity of over 12 months), and any other non-interest-bearing loans (as defined by the "Guidelines on disclosure requirements under the Prospectus Regulation" published by ESMA on 4 March 2021 with document "ESMA32-382-1138" and taken up by CONSOB in communication 5/21 of 29 April 2021).

Transactions with parents, subsidiaries and associates and subject to the control of the parents

Transactions in the year with related parties, including with Group companies, were not considered to be atypical or unusual, and were part of the ordinary activities of Group companies. These transactions were carried out on market terms, taking account of the goods and services provided.

Information on transactions with related parties is disclosed in Note 40 to the consolidated financial statements and in Note 29 to the separate financial statements.

As for the procedures adopted regarding related party transactions, also with reference to the provisions of Article 2391-bis of the Italian Civil Code, in force in 2024, reference is made to the procedure adopted by Cairo Communication S.p.A., also pursuant to the Regulations approved by CONSOB through resolution no. 17221 of 12 March 2010 and subsequent amendments, published on the Company website in the Governance section, with information also provided in the Report on Corporate Governance and Ownership Structure.

Main risks and uncertainties to which Cairo Communication S.p.A. and its Group are exposed

1. Risks associated with the general economic climate and geopolitical risks

Group activities are carried out mainly on the European market, in Italy and Spain in particular; the Group's results are therefore exposed to the risks brought by the economic environment in those countries and by the effectiveness of the economic policies adopted by the different Governments.

The operating results, financial position and cash flows of the Cairo Communication Group may be influenced by various factors within the macro-economic environment, such as the increase or decrease of GNP, the level of consumer and corporate confidence, the advertising expenditure/GDP ratio, interest rate trends and cost of raw materials.

With the acquisition of the control of RCS, the Group activities are carried out mainly in Italy and Spain. Therefore, Group profits are exposed to risks caused by the economic cycle of these two countries, and the effectiveness of the economic policies implemented by the respective governments.

In 2024, GDP in Italy recorded a 0.5% YoY increase versus 2023 (ISTAT). According to Bank of Italy estimates, Italian GDP growth expectations for 2025-2027 are +0.8% in 2025, +1.1% in 2026, and +0.9% in 2027 (Bank of Italy - Macroeconomic Projections for the Italian Economy December 2024). In Italy, the inflation rate at December 2024 shows a YoY year change of +1.1% (ISTAT - FOI index excluding tobacco). Expected inflation (HICP index) is estimated at 1.5% for 2025 and 2026, and 2% for 2027 (Bank of Italy - Macroeconomic Projections for the Italian Economy December 2024).

In Spain, GDP in 2024 grew by 3.2% versus 2023 (National Statistics Institute - INE). Growth forecasts estimate a GDP change of +2.5% for 2025, +1.9% for 2026, and +1.7% for 2027 (Banco de España - Macroeconomic projections and quarterly report on Spanish economy December 2024). According to the National Statistics Institute (INE), YoY inflation in Spain at December 2024 rose by 2.8%. Expected inflation is estimated at 2.1% in 2025, 1.7% in 2026, and 2.4% in 2027 (Banco de España - Macroeconomic projections and quarterly report on Spanish economy December 2024).

The year 2024 was dominated by the ongoing conflicts in Ukraine and the Middle East, with their repercussions extending to the economy and trade. These events persisted in creating a state of significant overall uncertainty. The Group has no direct exposure and/or business activities towards the markets affected by the conflict and/or sanctioned entities.

These conflicts, and their impacts, are still partly ongoing even at the date of approval of this Annual Report.

Currently, the potential effects of tariffs and international trade restrictions, and their consequences, are equally uncertain.

The Group is monitoring developments on a daily basis to minimize the impacts, by defining and implementing flexible and timely action plans.

Should this situation of uncertainty continue for some time, the operations, strategy and outlook for the Group may be impacted.

2. Risks associated with advertising and publishing market trends

The persisting short and medium-term economic uncertainty, aggravated by the current conflicts in Ukraine and the Middle East, may impact negatively on daily newspapers and magazines.

In Italy, the advertising market in 2024 (Nielsen) was up by 3.9% versus 2023, with online (excluding search, social media and over the top) and TV up by 1% and by 7.3%. Newspapers and magazines were down by 8.5% and 5.5%. In 2024, the Spanish advertising sales market was up by 4.5% versus 2023 (i2p, Arce Media). Specifically, the newspaper and magazine markets saw declines of 1.7% and 1.6%, while Internet (excluding social media, search, etc.) and radio sales increased by 3.9% and by 5.7%.

On the circulation front, in 2024, generalist newspapers and sports newspapers in Italy recorded a decline in print and digital circulation of 6.4% and of 12.7% (ADS January-December 2024). In Spain, in 2024, circulation figures show a decline for generalist newspapers (-8.4%), sports newspapers (-8.7%) and business newspapers (-8.6%) (OJD January-December 2024).

2.1 Advertising

The Cairo Communication Group is significantly exposed to advertising revenue trends, which are cyclical and directly related to general economic trends. Advertising sales are currently the main source of revenue for the TV publishing segment. La7 boasts an exceptional audience profile, particularly appealing in terms of advertising.

Considering the Cairo Editore magazine publishing segment, advertising revenue at the Group level in 2024 accounted for 14.9%, while the remaining 85.1% was generated by distribution and subscription revenue.

Regarding RCS, advertising represents 41.6% of total revenue.

Persisting global economic uncertainty could impact on advertising market prospects. Against this backdrop, any difficulty in maintaining or increasing its advertising revenue could impact on Group prospects, activities, operating results and cash flows.

Additionally, also with regard to the advertising segment, in light of the developments taking place, growing importance is attached to the ability of the operators to develop digital products that allow the customization of advertising content and formats, user profiling, use of analytics/big data, and lead generation. With regard to the evolution of the market, any difficulty or delay in adapting to and meeting the new demand - also through the development of cutting-edge, intuitive and effective technological products - may impact negatively on the prospects, activities, operating and financial results of the Group.

2.2 Circulation

In addition to advertising, a large share of its other activities is represented by the sale of publishing products for a market that has been long undergoing change in both Italy and Spain, which implies increasing integration with online communication systems. This transition may impact on the circulation of print products, which the Group is addressing by adopting appropriate digital development strategies. Against this backdrop, any difficulty in maintaining the circulation of its print products could impact on Group prospects, activities, operating results and cash flows.

The ability of the Cairo Communication Group to increase its revenue and pursue its growth and development targets, and maintain adequate levels of profitability, also depends on how successful it is in putting its industrial strategy into place, which is also based on the expansion and enrichment of its product portfolio, including digital products, in order to capture market segments with greater potential.

Should the Cairo Communication Group fail to pursue this strategy, the activities and prospects of the Group may be negatively affected.

3. Risks associated with developments in the media segment

The media segment is witnessing an increase in the level of penetration of new communication resources, together with technology innovations that have led to changes in the demand by consumers, who are increasingly able to request personalized content by directly selecting the source. As a result, this may change the importance of the various media and audience distribution, leading to greater market fragmentation.

Specifically, Cairo Communication has identified the following main market trends:

  • the demand for entertainment content continues to grow, both on traditional media and on the new platforms;
  • in the television segment, the convergence of distribution platforms may, on the one hand, create development opportunities, but, on the other, carry a risk of audience fragmentation and an increase in the spectrum of platforms available for the use of TV content (satellite, Internet, mobile), engendering a more complex competitive environment;
  • technological advancements have gradually changed the way content is used, towards more interactive/on demand media, enabling younger audiences to switch to more personalized user options.

The Group constantly monitors the level of penetration of new resources as well as changes in the business model related to the distribution of content available, to assess the opportunity to develop the various distribution platforms.

Against this backdrop, much importance is attached to:

  • the ability to organize activities and adapt them to the increasingly rapid changes in markets and consumers,
  • the ability to promptly develop cutting-edge, intuitive and effective technological products,
  • the ability to develop and attract digital transformation skills.

The current publishing scenario may lead to business combinations of publishing groups, with a consequent change in the market structures.

4. Privacy, data protection and cybersecurity

For risks associated with privacy, data protection, and cybersecurity, see the Sustainability Disclosure in this Directors' Report on Operations. This inclusion, from 2024, implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

5. Risks associated with Management and "key staff"

The Group's success also depends on the ability of its executive directors and the other members of the management team to effectively manage the Group and the individual business segments.

Editors and TV personalities, too, have a significant role in the titles they head and the programmes they host. The loss of the services of an executive Director, editor, TV personality or other key resource without an appropriate replacement, as well as the difficulty in attracting and retaining new and qualified resources, may impact negatively on the prospects, activities, operating and financial results of the Group.

6. Risks associated with retaining the value of the brands of the Group titles and TV programmes

The value of Group brands and TV programmes must be continuously protected by maintaining the current level of quality and innovation.

The Group publishing strategy has always been focused on the quality of its products, driven by the efforts of Management and the editors.

Brands play a crucial role in the development of Group activities for RCS too, including in the new digital environments. Events that diminish the prestige associated with brands could lead to profit losses and also impact the valuation of related intangible assets.

Any difficulties that the Cairo Communication Group has in maintaining the value of its publication or programme brands, or any changes in the audience preferences, could impact negatively on the operating results, financial position and cash flows of the Cairo Communication Group.

7. Risks associated with dealings with suppliers, customers and staff

A number of the production processes of the Cairo Communication Group, particularly magazine printing, and dailies in Spain, and network management activities in the TV publishing segment, are outsourced. The outsourcing of production processes requires close collaboration and careful monitoring of suppliers to ensure and preserve the quality of the products carried out with the help of external suppliers. This outsourcing may provide operational benefits in terms of flexibility and efficiency, but means that the Cairo Communication Group has to trust the ability of its suppliers to achieve and maintain the quality standards required by the Cairo Communication Group.

The Group's main raw material is paper, and the paper mill market is highly concentrated. The macroeconomic

cycle and the sustainability trends may lead in the future to the conversion of a number of paper mills to the production of paper for packaging and/or closure of a number of paper mills (as was the case in the past), further increasing market concentration and continuing to generate price tensions and supply difficulties, particularly for pink paper.

Certain dealings with suppliers/customers are based on licence and/or sponsorship agreements, non-renewal of which on expiry or renewal of which at less favourable conditions could impact on the results and financial position of the Group.

8. Risks associated with developments in the legal and regulatory framework

The Cairo Communication Group operates in a number of heavily-regulated business areas.

The role of network operator carried out by Cairo Network is subject to extensive regulation at both national and EU level. Specifically, radio-television broadcasters are subject to regulations aimed at protecting people and the environment from exposure to electromagnetic fields.

Since, as mentioned above, a qualified operator was engaged to create and manage the network in full service mode, who made commitments and guarantees that Cairo Communication considered to be adequate to ensure compliance with applicable regulations, any breaches could have negative effects on the operating results and financial position of the Cairo Communication Group.

In the 2018 Budget Law (Law no. 205 of 2017, as subsequently supplemented and amended by Law no. 145 of 2019), Article 1, paragraph 1026 et seq. introduced specific provisions for terrestrial TV operators to release 694-790 MHz frequencies ("700 band" – corresponding to channels 49-60) to telephone operators and for the consequent reorganization of the user rights of existing television operators over the remaining television spectrum ("refarming").

In implementation of the above law, AGCOM and MISE adopted the consequent measures, as a result of which in 2019 Cairo Network was assigned a right of use with no frequency specification, equal to half of a mux.

Subsequently, at the end of the procedure for consideration called, the Ministry of Economic Development, through its decision dated 2 July 2021, announced that Cairo Network had been awarded a right of use with no frequency specification, equal to half of a newly-planned national multiplex. Cairo Network paid half of the amount offered in the tender (subject to a reservation) and asked for the residual amount to be paid in installments (in three annual installments). On 6 August 2021, MISE, as a result of the combination of the two rights of use with no frequency specification, then announced the provision for the assignment of the right of use of the frequencies for the purposes of operating the national network of the PNAF called "National network no. 10" until 2032 (two years less than the duration of the right originally acquired in 2014).

Cairo Network was heard in the context of the various proceedings, and took part in the relating public consultations, pointing out the legal and technical arguments for the exclusion of the Company from the application of the Budget Law (and, specifically, from the procedure for the conversion of the original right of use and the assignment of newly-planned rights of use), also attaching supporting documentation.

Cairo Network then also challenged the resolutions and provisions of AGCOM and MISE, implementing the Budget Law, filing appeals with the Latium Regional Administrative Court, Rome, and subsequent additional grounds (g.r. no. 6740/2018, no. 7017/18, no. 440/2021 and no. 6040/2021), in which the same arguments raised with the public authorities and further illegalities of the contested measures were also raised with the administrative judge.

The Latium Regional Administrative Court, with judgments issued on 28 January 2021 in the above trials g.r. no. 6740/2018 and no. 7017/2018, rejected the claims for annulment, while not fully addressing the merits of the issues raised by Cairo Network, and the above judgments were subject to an appeal before the Council of State (g.r. no. 4335/2021 and no. 4334/2021), which by Order no. 10415 of 1 December 2023, ordered a reference for a preliminary ruling under Article 267 TFEU before the Court of Justice of the European Union C-764/23. The preliminary reference procedure is ongoing, and Cairo has already filed its comments, insisting that the provisions of the 2018 Budget Law and subsequent implementing acts are incompatible with EU law. The Advocate General's conclusions are currently awaited, to be submitted at the public hearing on 27 March 2025, the case having been deemed ready for decision by the Court without a special public hearing being set. It is anticipated that the decision will be concluded in 2025.

On 8 February 2022, the MISE then published the decree on compensatory measures to network operators for the costs incurred in the preparation of transmission facilities to guarantee the T2 transmission standard, which Cairo Network has challenged in an appeal before the Regional Administrative Court, which is pending (g.r.

no. 4515/2022).

Lastly, with decree dated 17 April 2023 (published on 10 July 2023), the Ministry of Business and Made in Italy (Mimit) established the fees for digital frequency usage rights for the years 2022-2023. According to the decree, network operators are required to pay an annual amount of Euro 3.8 million for each network. Cairo Network should be exempted from the provisions of the above decree, and, specifically, from paying the fees for the years 2022 and 2023, since the acts of the bidding procedure called in 2014 and concluded with the assignment to Cairo Network of the right of use for a 20-year period, established that: i) upon completion of the refarming of frequencies, Cairo would receive a frequency with similar coverage and duration as the one assigned; ii) payment of the amount of Cairo's bid was also made as a fee for the granting of rights of use of radio frequencies, thus fulfilling its obligation to pay. On 3 August 2023, the Ministry of Enterprise and Made in Italy published a notice announcing that a review of this decree of 17 April 2023 is underway to date.

Additionally, Cairo Network is about to initiate actions, also of a judicial nature (in addition to disputes already filed), in order to obtain compensation for the damages and harm suffered i) for payment requested to regain ownership of a right of use of frequencies that Cairo had already paid for as a result of the 2014 tender procedure, ii) for the different duration of the new right of use, iii) for the loss of business opportunities suffered in recent years as a result of the uncertainty generated by the refarming procedure, and iv) for being discriminated (virtually the only network operator to be so) by the compensatory measures envisaged in the MISE decree of 17 November 2021 and published on 8 February 2022.

To date, the effects of the outcome of the appeals brought before the Regional Administrative Court and the Council of State, also following the interlocutory procedure before the Court of Justice, or of those that may be brought in the future, cannot be predicted with certainty yet.

9. Risks associated with the measurement of intangible assets

At 31 December 2024, the Group held intangible assets for a total of Euro 983.5 million.

Intangible assets should be regularly subject to measurement, in accordance with international accounting standards, in order to verify their recoverable carrying amount and ensure their consistency with the carrying amounts in the financial statements (impairment test). This test is based on financial ratios and estimates of the trend of the activities to which the assets are linked, which are highly sensitive to the financial and economic markets. The main valuation decisions and the sources of estimation uncertainty are commented on in Note 25 to the consolidated financial statements of this Annual Report, to which reference is made for further details. Significant changes in the economic and financial environment may lead to significant deviations in the parameters and forecasts as estimated and used in the impairment test. If these changes were negative, writedowns could be made with a significant impact on results.

10. Risks associated with litigation

Due to the nature of its business, the Cairo Communication Group is subject to the risk of litigation in the performance of its activities. The Cairo Communication Group monitors the development of these disputes, including with the help of external consultants, and sets aside the amounts needed to deal with the disputes in place according to how likely they are to lose.

The notes on "Commitments, risks and other information" (Note 39 to the consolidated financial statements) contain information on a number of cases of litigation. The evaluation of the potential legal and tax liabilities requires the Company to use estimates and assumptions in relation to forecasts made by the Directors, based upon the opinions expressed by the Company's legal and tax advisers, in relation to the probable cost that can be reasonably considered to be incurred. Actual results may vary from these estimates.

Mention should be made that, because of its business activities, the Cairo Communication Group is involved in certain civil and criminal disputes for press defamation. With regard to the disputes for libel, on the basis of the experience of the Cairo Communication Group, for the cases where the Cairo Communication Group companies have lost, these proceedings are normally settled by paying compensation for smaller amounts than the original amounts claimed. Moreover, La7 has an insurance policy that covers professional responsibility for television activity.

11. Risks associated with environmental topics

For risks associated with environmental topics, see the Sustainability Disclosure in this Directors' Report on Operations. This inclusion, from 2024, implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

12. Financial risks

The Group manages capital structure and financial risks consistent with its asset structure, in order to maintain adequate and consistent credit ratings and capital ratio levels, taking account of the current credit availability in Italy.

No significant changes were made to the operating targets, policies and procedures in 2024 from the year ended 31 December 2023.

The notes on "Information on financial risks" (Note 41 to the consolidated financial statements) contain information on liquidity risk, interest rate risk and credit risk.

Treasury shares

Movements in Cairo Communication treasury shares are disclosed in Note 19 to the separate financial statements of the Parent Company.

With regard to RCS, at 31 December 2024, there were no. 4,479,237 treasury shares in portfolio, at an average carrying amount of Euro 5.9 per share, corresponding to a total of 0.86% of the entire share capital.

Stock Options

The Cairo Communication Group has no stock option plans in place at this time.

Shares held by directors, statutory auditors and general managers

Shares held directly by Directors, Statutory Auditors and General Managers are illustrated in the Remuneration Report prepared pursuant to Article 123-ter of the TUF.

Other information

1. Research and development activities

There are no research and development activities to report having a significant effect on the performance of the Company or the Group.

2. Human resources and the environment

For information on Group Human Resources and the Environment, mandated by Article 2428 of the Italian Civil Code, see the Sustainability Disclosure in this Directors' Report on Operations. This inclusion, from 2024, implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

3. Report on Corporate Governance and Ownership Structure (Article 123 bis of Italian Legislative Decree no. 58 of 24 February 1998)

The Report on Corporate Governance and Ownership Structure, containing the information on compliance by Cairo Communication S.p.A. with the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A., and the other information pursuant to paragraphs 1 and 2 of article 123-bis of Legislative Decree no. 58 of 24 February 1998, is published in accordance with the time limits of law also on the Company's website - Governance section.

4. Participation in the regulatory simplification process adopted by CONSOB resolution no. 18079 of 20 January 2012

As of 2012, the Cairo Communication S.p.A. Board of Directors, pursuant to Article 3 of CONSOB resolution no. 18079 of 20 January 2012 and in relation to the provisions of articles 70, paragraph 8, and 71, paragraph 1-bis of CONSOB regulation no. 11971/1999 as amended, decided to make use of the right to exemption from the informational document publication obligations set forth in the above-mentioned CONSOB regulation at the time of significant mergers, spin-offs, share capital increases through the contribution of goods in kind, acquisitions and disposals.

Significant events after the year and business outlook

After year end, the Company's Board of Directors, with notice released on 20 February 2025, as per Article 102 of Legislative Decree 58/98 and Article 37 of CONSOB Resolution no. 11971/99 (the "102 Notice"), announced the decision to launch a voluntary partial public purchase offer on treasury shares, for a maximum total of 24,194,987 shares of the Company, representing 18.0% of the share capital, at Euro 2.900 per share, as detailed in paragraphs 36 and 45, "Significant events after the year", of the separate and consolidated financial statement notes, respectively.

The year 2024 was dominated by the ongoing conflicts in Ukraine and the Middle East, with their repercussions extending to the economy and trade. These events persisted in creating a state of significant overall uncertainty. The Group has no direct exposure and/or business activities towards the markets affected by the conflict and/or sanctioned entities.

These conflicts, and their impacts, are still partly ongoing even at the date of approval of this Annual Report.

In 2024, the Group met the public's strong need to stay informed through its information offering, ensuring a timely service to its viewers and readers. The La7 programmes, the daily editions of Corriere della Sera and La Gazzetta dello Sport in Italy, and of El Mundo, Marca and Expansión in Spain, the Group's magazines and web and social platforms have played a pivotal role in informing, focusing on their mission as a non-partisan, trustworthy public service, and establishing themselves as authoritative players in daily television, print and online information, with strong television ratings and digital traffic figures.

The developing situation and its potential impacts on the outlook, which are constantly monitored, remain unpredictable as they depend, inter alia, on the progression, developments, and duration of the ongoing conflicts and their geopolitical effects.

Currently, the potential effects of tariffs and international trade restrictions, and their consequences, are equally uncertain.

Considering the actions already taken and those planned, and barring any negative impacts resulting from developments in Ukraine and the Middle East, and/or the introduction of tariffs or international trade restrictions, the Group believes that it can set the goal of achieving strongly positive EBITDA margins in 2025 - at least in line with those of 2024 - and continuing to generate additional cash from operations.

Developments in the ongoing conflicts, the overall economic climate and the core segments could, however, affect the full achievement of these targets.

Consolidated Sustainability Reporting

This section includes the Consolidated Sustainability Reporting prepared pursuant to Legislative Decree 125/2024 of 6 September 2024, which transposed European Directive 2022/2464 "Corporate Sustainability Reporting Directive - CSRD", and consists of the following paragraphs:

General Information

ESRS 2 General information

Environmental Information

Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) ESRS E1 - Climate change

ESRS E4 - Biodiversity and ecosystems

ESRS E5 - Resource use and circular economy

Social Information

ESRS S1 - Own workforce

Governance information

ESRS G1 - Business conduct

Metrics and targets

General Information

ESRS 2 General Information

Preparation criteria

BP-1 - General basis for preparation of the sustainability statements

The Consolidated Sustainability Reporting, hereinafter referred to as "Reporting", prepared pursuant to Legislative Decree 125/2024 of 6 September 2024, which transposed European Directive 2022/2464 "Corporate Sustainability Reporting Directive - CSRD" and the requirements of EU Regulation 2020/852 of the European Parliament and Council and its Delegated Regulations, refers to Cairo Communication S.p.A. and its subsidiaries consolidated on a line-by-line basis in the Cairo Communication Group Consolidated Financial Statements at 31 December 2024.

It should be noted that the listed company RCS MediaGroup S.p.A. - and its subsidiaries - (hereinafter also the "RCS Group"), sees independently to the determination and definition of its own governance and actual interpretation. In this regard, the RCS Group prepares its own Sustainability Reporting, approved by its Board of Directors, to which reference should be made, specifically for those aspects relating to the RCS Group not covered in this Disclosure.

Accordingly, the term "Group" or "Cairo Communication Group" is used in this report when referring to the Cairo Communication Group (which includes Cairo Communication S.p.A. and all its subsidiaries, including the RCS Group). "RCS Group" means RCS MediaGroup S.p.A and its subsidiaries. "Cairo Group" means Cairo Communication S.p.A. and its subsidiaries other than those belonging to the RCS Group.

The new Directive extends Reporting to the value chain, which was included in the content definition process to encompass the material impacts, risks, and opportunities that could arise from the Group's business relationships with upstream and/or downstream actors, as detailed in the "SBM-1 Strategy, Business Model, and Value Chain" section. The information related to the value chain presented in this document outlines the policies adopted by the Group regarding the identified impacts, risks, and opportunities, as well as the GHG emissions metrics for Scope 3.

This document is prepared in accordance with the European Sustainability Reporting Standards (ESRS) adopted by the European Commission through the Delegated Act of 31 July 2023, and will be published annually.

BP-2 - Disclosure in relation to specific circumstances

The structure of this document adopts the definitions of short, medium, and long-term horizon as proposed by ESRS 1. As this is the first reporting year on the basis of ESRS standards, the Group makes use of the transitional provisions provided by the applicable regulations, including those related to the inclusion of the comparative year and detailed information related to the value chain, as shown in the chart below.

TRANSITORY PROVISIONS:

ESRS DISCLOSURE FULL NAME OF PHASE-IN OR EFFECTIVE DATE (INCLUDING THE FIRST
REQUIREMENT THE DISCLOSURE
REQUIREMENT
YEAR)
ESRS 2 SBM-1 Strategy, business
model and value chain
The undertaking shall report the information prescribed by ESRS 2
SBM-1 paragraph 40(b) (breakdown of total revenue by significant
ESRS sector) and 40(c) (list of additional significant ESRS sectors)
starting from the application date specified in a Commission Delegated
Act to be adopted pursuant to article 29b(1) third subparagraph, point
(ii), of Directive 2013/34/EU.
ESRS 2 SBM-3 Material impacts, risks
and opportunities and
their interaction with
strategy and business
model
The undertaking may omit the information prescribed by ESRS 2 SBM
3, paragraph 48(e) (anticipated financial effects) for the first year of
preparation of its sustainability reporting. The undertaking may comply
with ESRS SBM-3 paragraph 48, letter e) by reporting only qualitative
disclosures for the first three years of preparation of its sustainability
reporting, if it is impracticable to prepare quantitative disclosures.
ESRS E1 E1-9 Anticipated financial
effects from material
physical and transition
risks and potential
climate-related
opportunities
The undertaking may omit the information prescribed by ESRS E1-9 for
the first year of preparation of its sustainability reporting. The
undertaking may comply with ESRS E1-9 by reporting only qualitative
disclosures for the first three years of preparation of its sustainability
reporting, if it is impracticable to prepare quantitative disclosures.
ESRS E4 E4-6 Anticipated financial
effects from biodiversity
and ecosystem-related
impacts, risks and
opportunities
The undertaking may omit the information prescribed by ESRS E4-6 for
the first year of preparation of its sustainability reporting.
The undertaking may comply with ESRS E4-6 by reporting only
qualitative disclosures, for the first three years of preparation of its
sustainability reporting.
ESRS E5 E5-6 Anticipated financial
effects from resource
use and circular
economy-related
impacts, risks and
opportunities
The undertaking may omit the information prescribed by ESRS E5-6 for
the first year of preparation of its sustainability reporting.
The undertaking may comply with ESRS E5-6 by reporting only
qualitative disclosures, for the first three years of preparation of its
sustainability reporting.
ESRS S1 S1-7 Characteristics of non
employee workers in the
undertaking's own
workforce
The undertaking may omit reporting for all datapoints in this Disclosure
Requirement for the first year of preparation of its sustainability
reporting.
ESRS S1 S1-8 Collective bargaining
coverage and social
dialogue
The undertaking may omit this Disclosure Requirement with regard to
its own employees in non-EEA countries for the first year of preparation
of its sustainability reporting.
ESRS S1 S1-11 Social Protection The undertaking may omit the information prescribed by ESRS S1-11
for the first year of preparation of its sustainability reporting.
ESRS S1 S1-12 Percentage of
employees with
disabilities
The undertaking may omit the information prescribed by ESRS S1-12
for the first year of preparation of its sustainability reporting.
ESRS S1 S1-13 Training and skills
development
The undertaking may omit the information prescribed by ESRS S1-13
for the first year of preparation of its sustainability reporting.
ESRS S1 S1-14 Health and safety The undertaking may omit the data points on cases of work-related ill
health and on number of days lost to injuries, accidents, fatalities and
work-related ill health for the first year of preparation of its
sustainability reporting.
ESRS S1 S1-14 Health and safety The undertaking may omit reporting on non-employees for the first year
of preparation of its sustainability reporting.
ESRS S1 S1-15 Work-life balance The undertaking may omit the information prescribed by ESRS S1-15
for the first year of preparation of its sustainability reporting.

Mention should be made that changes in the preparation and presentation of specific sustainability information from the previous reporting period or any errors from previous periods cannot be identified being the first year of reporting based on the provisions of the current disclosure requirements.

Estimates related to the quantification of the data represented are indicated and detailed in the reference sections at the bottom of the tables, to which reference is made for further details. Specifically, the estimated data characterized by a significant level of uncertainty include the Scope 3 GHG emissions, which include

upstream and downstream value chain data estimated from indirect sources, such as industry averages, other proxy metrics, and data provided by third parties. The accuracy of these estimates depends on the availability and quality of the sources used, the reliability of the parameters applied, and the methodological assumptions adopted.

The additional estimates used to quantify the energy consumption and waste data of the Group's smaller nonproduction location show a lower level of uncertainty. Estimates related to the quantification of the data represented are indicated and detailed in the reference sections at the bottom of the tables, to which reference is made for further details.

Lastly, no information is included within the Sustainability Reporting by reference to other Group documentation regarding ESRS requirements or information arising from other legislation requiring the disclosure of sustainability information or from other generally accepted standards and frameworks for sustainability reporting, with the exception of the requirements of EU Regulation 2020/852 of the European Parliament and of the Council and its Delegated Regulations.

Governance

GOV-1 The role of administrative, management and supervisory bodies

The governing board consists of both executive and non-executive directors. The Board has assessed that all its members possess professional expertise in the Group's industries, products, and geographic areas. Specifically, 5 out of 10 directors have significant experience, both in Italy and abroad, as key managers of large international businesses. Furthermore, 4 out of 10 directors have held senior management positions and/or carried out professional activities, acquiring significant expertise, including international knowledge, in economics, law, corporate governance, and sustainability topics. In this regard, it is worth noting that the Company organized an induction session, open to all directors, to explain the new features introduced by the Corporate Sustainability Reporting Directive (CSRD) and the revised structure of Sustainability Reporting. Generally, the skills and experience of each director ensure that the Board has an adequate understanding of the dynamics across all business areas, as well as the primary risks to which the Group is exposed. The Board of Directors, in office as of the publication date of this Reporting, was appointed by the

Shareholders' Meeting on 8 May 2023, and will remain in office until the Shareholders' Meeting that approves the Annual Report for 2025. The Board is composed as follows:

Number
Men Women Other Not
disclosed
Total
6 4 - - 1 0
3 - - - 3
2 1 - - 3
1 3 - - 4
- - - - -
6 4 - - 10
60.0% 40.0% - - 100.0%
30.0% - - - 30.0%
20.0% 10.0% - - 30.0%
10.0% 30.0% - - 40.0%
- - - - -
60.0% 40.0% - - 100.0%
66.7%
GOV-1 - The role of administrative, management and supervisory bodies (21.)
21. d) Percentage

There is no employee or other worker representation. It is important to mention that the "Gender Diversity" indicator above represents the ratio of female to male representation.

The Board of Directors pursues sustainable success by implementing strategic guidelines defined in the sustainability plan, which integrates environmental, social, and governance (ESG) elements into its decisionmaking process. The Board considers medium- to long-term sustainability risks in its assessments.

The Board of Directors has entrusted the Control, Risk and Sustainability Committee with oversight of sustainability matters. The Board of Directors approves the Sustainability Plan, which defines the objectives related to sustainability areas, and the actions under the Plan are updated annually by the Risk, Compliance, Internal Audit & Sustainability function based on the results achieved.

The Control, Risk, and Sustainability Committee, in accordance with its mandate, assists the Board of Directors on sustainability topics, particularly in establishing sustainability guidelines and plans.

During the year, the Control, Risk and Sustainability Committee receives updates from the Risk, Compliance, Internal Audit & Sustainability function at least twice a year on the implementation of the actions envisaged in the Plan and then reports to the Board of Directors.

The Committee oversees the implementation of sustainability plans, reviews and approves in advance the process aimed at identifying and evaluating the material risks, impacts, and opportunities to sustainability reporting, and reviews in advance the results of materiality analyses for the purpose of sustainability reporting.

The Board of Directors has established the composition of the Control, Risk, and Sustainability Committee, considering the members' experience, including their expertise in sustainability. As part of the board review most recently carried out in preparation for the renewal of the governing board due to expire at the Shareholders' Meeting to approve the financial statements for the year ending 31 December 2022, the Board of Directors positively assessed the Control, Risk and Sustainability Committee's possession of adequate expertise in the field in which the Company operates, which is functional for risk assessment. Specifically, the Committee Chairman has adequate knowledge and experience on sustainability matters.

In carrying out its sustainability tasks and identifying the main relevant areas of risk and opportunities, the Control, Risk and Sustainability Committee relies on the Company's Internal Audit, Risk, Compliance & Sustainability function, which plays a research and in-depth role on regulatory and contextual developments

in sustainable development. This function shares the evidence that emerges with the corporate functions involved from time to time and provides suggestions for possible improvement actions based on the mapping and assessment of processes, risks, and control adopted within the Group. For these activities, the RCS Group has a Sustainability Team in place.

The Internal Audit, Risk, Compliance & Sustainability function of the Company carries out activities to support the preparation of reports and information on sustainability, including identifying the main relevant areas of risk and opportunities.

To highlight the Group's commitment to sustainability topics, mention should be made of the establishment of Internal Sustainability Committees across the Group. In Italy, the "Internal Sustainability Committee", which includes the Heads of Divisions and other Corporate Functions, has the responsibility of promoting a culture of sustainability within the company. This is done by creating and sharing information that highlights sustainability topics, defining and assessing projects or programs to continuously improve the Group's sustainability efforts through the development of the Sustainability Plan, which is then submitted to the Board of Directors for approval; and monitoring the progress of these initiatives, ensuring their impact on economic, social, and environmental performance. In Spain, the "Comité de Sostenibilidad" aims to promote sustainable development and corporate social responsibility as core values guiding the activities and operations of the Unidad Editorial Group. The committee focuses on the creation and dissemination of information that promotes sustainability topics, collaborating with other sectors of the economy, culture, and society, as well as non-profit institutions and foundations that share similar values. As part of their duties, the internal Sustainability Committees in both Italy and Spain meet periodically to discuss strategic sustainability priorities, the progress of the action plan, and its implementation.

GOV 2 – Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies

At least once a year, the Control, Risk and Sustainability Committee informs and updates the Board of Directors on the material impacts, risks, and opportunities, as well as on the progress of the actions included in the Sustainability Plan, as specified in the previous paragraph.

The administrative, management, and supervisory bodies take these impacts, risks, and opportunities into account in performing their activities and making decisions.

Monitoring, management, and control of impacts, risks, and opportunities are handled by the Board of Directors through the Control, Risk, and Sustainability Committee, which relies on the Internal Audit, Risk, Compliance & Sustainability function for support.

The list of material impacts, risks and opportunities addressed by the Board of Directors, is provided in the "Annexes" section of this document.

GOV-3 – Integration of sustainability-related performance in incentive schemes

The remuneration policy of Cairo Communication is outlined through principles and guidelines by which the application of pay practices is determined and monitored.

The remuneration policy contributes to corporate strategy, the pursuit of long-term interests, and sustainable success by setting as its overall objective the reward for contributions to corporate performance, considering the remuneration practices prevalent in the publishing industry and for companies of similar size, as well as employment levels. The remuneration policy is structured according to criteria that are as objective, transparent, and non-discriminatory as possible, aimed at ensuring the alignment of Management's interests with those of shareholders and stakeholders, with the overriding objective of pursuing medium- and long-term value creation and sustainable success.

The remuneration policy is approved by the Board of Directors, based on the proposal of the Remuneration and Appointments Committee, taking into account annual planning and strategic objectives, including sustainability, and applies to the members of the Board of Directors and Key Management Personnel of the Group.

In line with industry practice, the main pay components for the Chief Executive Officer, Executive Directors, and Key Management Personnel may be broken down as follows:

  • a fixed annual component;
  • a variable annual component achievable when pre-established company objectives are reached;
  • a medium/long-term variable component.

The structure of the variable component of remuneration ties its receipt by the recipients to the achievement of operating, financial, and/or strategic objectives, including sustainability ones. These objectives are parameterized to those outlined in the development plans reviewed and/or acknowledged by the Board of Directors. Therefore, the qualitative objectives are aligned with the Group's sustainable growth objectives for the medium to long term, over a long-term horizon.

The portion of variable remuneration that depends on sustainability-related targets as envisaged in the 2024- 2026 Sustainability Plan is 5% for 2024. Regarding the medium- to long-term incentive (LTI) system, the Cairo Group has not currently adopted an LTI plan.

GOV-4 - Statement on due diligence

In preparing the Sustainability Reporting, the Group has mapped information in tabular form with regard to the Due Diligence1 practices in place, despite the fact that, to date, there is no formal and structured dedicated process. The policies adopted by the Group referring to social and environmental aspects are detailed within the chapters on topical ESRS and are:

  • Organizational, management and control model under Legislative Decree 231/01;
  • Sustainability policy
  • Code of Ethics.

1 Due Diligence is the process by which undertakings identify, prevent, mitigate and account for how they address the actual and potential negative impacts on the environment and people connected with their business. Due Diligence is an on-going practice that responds to and may trigger changes in the undertaking's strategy, business model, activities, business relationships, operating, sourcing and selling contexts.

The table below provides references to the oversights to mitigate the negative environmental, social, and governance impacts that the Group causes or could cause in place to date:

BASIC ELEMENTS OF DUE
DILIGENCE
PARAGRAPHS OF THE SUSTAINABILITY STATEMENT
a) Embedding due diligence
into governance, strategy
and business model
ESRS 2 - General Information GOV-1 - The role of administrative, management and
supervisory bodies
ESRS 2 General Information GOV-2 - Information provided to and sustainability matters
addressed by the undertaking's administrative, management and supervisory bodies
ESRS 2 - General Information SBM-1 - Strategy, business model and value chain
b) Involvement of affected
parties in all key stages of
due diligence
ESRS 2 - General Information SBM-2 Interests and views of stakeholders
ESRS 2 General Information IRO-1 Description of the processes to identify and assess
material impacts, risks and opportunities
ESRS S1 - Own workforce Processes for engaging with own workforce and workers'
representatives about impacts
ESRS S2 - Workers in the value chain Processes for engaging with value chain workers about
impacts
ESRS S3 - Affected communities Processes for engaging with affected communities about
impacts
ESRS S4 - Consumers and end-users Processes for engaging with consumers and end-users
about impacts
c) Identification and
assessment of negative
impacts
ESRS 2 General Information SBM-3 Material impacts, risks and opportunities and their
interaction with strategy and business model
ESRS 2 General Information IRO-1 Description of the processes to identify and assess
material impacts, risks and opportunities
d) Taking measures to address
these negative impacts
ESRS E1 - Actions and resources in relation to climate change policies
ESRS E4 - Actions and resources related to biodiversity and ecosystems
ESRS E5 - Actions and resources in relation to resource use and circular economy
ESRS S1 - Taking action on material impacts on own workforce, and approaches to managing
material risks and pursuing material opportunities related to own workforce, and effectiveness
of those actions
ESRS S2 - Taking action on material impacts on value chain workers, and approaches to
managing material risks and pursuing material opportunities related to value chain workers,
and effectiveness of those actions
ESRS S4 – Taking action on material impacts on consumers and end-users, and approaches to
managing material risks and pursuing material opportunities related to consumers and end
users, and effectiveness of those actions
e) Monitoring the effectiveness
of these efforts and
communication
ESRS E1-4 - Targets related to climate change mitigation and adaptation
ESRS E4 – Targets related to biodiversity and ecosystems
ESRS E5 - Targets related to resource use and circular economy
ESRS S1 - Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
ESRS S2 - Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
ESRS S3 - Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
ESRS S4 - Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities

GOV-5 - Risk management and internal controls over sustainability reporting

The Group adopts an Internal Control and Risk Management System (SCIGR) consisting of a set of rules, procedures, and organizational structures aimed at enabling the effective and efficient identification, measurement, management, and monitoring of the main business risks. This ensures the proper conduct of business in line with set objectives, contributing to the sustainable success of the Group.

The SCIGR should be considered alongside the System of Internal Control over Financial Disclosure (SCIIF - L. 262 areas) and the System of Internal Control over Sustainability Reporting (SCIIS - ESG areas), as these systems constitute "integrated and synergistic" elements of the broader SCIGR.

The enhancement of the current Internal Control System over Sustainability Reporting adheres to established internal control practices, especially those outlined in the Internal Control Integrated Framework for Sustainability Reporting. This process is aligned with the existing practices of the Internal Control System over Financial Reporting within the Group.

The system involves the implementation of a structured set of processes, tools, and procedures designed to mitigate risks associated with sustainability reporting concerning the completeness and integrity of data, accuracy of estimation results, availability of upstream and/or downstream value chain data, and timing of information availability for Sustainability Reporting.

In line with the practices for Financial Disclosure (L. 262), the Internal Control System over Sustainability Reporting consists of the following steps:

  • definition of the scope of the SCIIS (scoping);
  • oversight and verification of the SCIIS (documentation);
  • execution of the SCIIS (execution);
  • assessment of the SCIIS (testing) and management of related information flows;
  • communication and collection of letters of certification.

To ensure proper operation, the SCIIS relies on the responsibility assigned to the Financial Reporting Manager for compliance with sustainability reporting, along with the responsibilities delegated to various corporate contacts ("process managers") who are involved in collecting and preparing the data and information that contribute to Sustainability Reporting.

Below is the description of the expected operating model for SCIIS purposes and the activities carried out for Sustainability Reporting for 2024.

  • The scope of the SCIIS is defined based on the results of the "Double Materiality" analysis, which identifies sustainability matters relevant to the Disclosure. This includes identifying companies and disclosure obligations that will undergo subsequent verification and evaluation stages. The Financial Reporting Manager reviews the definition of the scope of reference at least annually and whenever elements arise that could materially change the analysis performed.
  • For the oversight and verification of the SCIIS, the plan includes identifying specific controls necessary to mitigate risks related to Sustainability Reporting, with regard to the companies and disclosure requirements within the scope.
  • The execution phase primarily involves the "process managers" carrying out activities related to collecting and reporting sustainability data and information, as well as executing controls, ensuring the traceability of the activities performed.
  • The evaluation of SCIIS and management of related information flows requires the Financial Reporting Manager to initiate specific verification activities to assess the adequacy of the design and the effective operation of the controls in place, identifying any remedial plans. At least once a year, the Financial Reporting Manager informs the Control, Risk and Sustainability Committee about how the assessment of the adequacy and effective operation of the Internal Control System related to Sustainability Reporting is conducted, based also on the results of testing and other elements related to organizational and process aspects.
  • With regard to the communication and collection of certification letters, the Financial Reporting Manager

defines a system for the allocation, within the corporate departments, of the internal certification responsibilities by the "process managers" regarding compliance of the information and/or data provided for the purposes of the Sustainability Reporting.

Regarding the Sustainability Reporting activities for 2024, a process to strengthen the SCIIS was initiated, building on the existing system used for the preparation of the Non-Financial Statement.

Since 2019, the Group has implemented a Procedure containing the rules to ensure the completeness, correctness, accuracy, and transparency of the Non-Financial Statement drafting process, ensuring consistency with the GRI (Global Reporting Initiative) regulations and standards.

This procedure, an essential component of the SCIIS, is currently being analyzed and adjusted to align with the provisions of the CSRD and Legislative Decree 125/2024. This activity will be completed in 2025 to account for the actual activities carried out in preparing the Sustainability Reporting for 2024.

Scoping was carried out using a modular approach based on qualitative risk assessments related to the preparation of the Sustainability Reporting as a whole and the disclosure under the ESRS E1 standard on Climate Change. In the context of the Documentation phase, the review of the procedure was initiated, particularly regarding regulatory changes and ESRS standards. The controls, whether existing or to be implemented, related to Climate Change were also mapped. The next testing phase involved verifying the effective application (execution) of controls related to the ESRS E1 standard on Climate Change, as well as analyzing the information system for collecting data, with a focus on general IT controls (antivirus, back-up, etc.).

Concurrently, the information system for data collection (in use since 2022) was updated to consider the new ESRS standards. The system allows for effective distribution of activities (data loading and validation), with the possibility of identifying different levels of responsibility, tracking access, entries, and changes to the data.

Furthermore, a training activity on ESG topics was conducted, through specific workshops on the latest developments in sustainability reporting, as well as one-on-one training for process managers.

Lastly, internal certifications were collected from the "process managers" involved in the Sustainability Reporting.

In 2024, the Risk, Compliance, Internal Audit & Sustainability function and the consultants already supporting the audit activities of the internal control accounting system assisted the Financial Reporting Manager in the above activities.

Strategy

SBM-1 - Strategy, business model and value chain

The Cairo Communication Group, as detailed in the paragraph "Main business segment operating results and related risk factors and strategic opportunities", is positioned as a major multimedia publishing player with a stable and independent leadership. In 2024, the Group operated as a:

  • publisher of magazines and books (Cairo Editore/Editoriale Giorgio Mondadori and Cairo Publishing);
  • TV (La7, La7d) and Internet (La7.it, TG.La7.it) publisher and network operator (Cairo Network);
  • multimedia agency for the sale of advertising space (CAIRORCS Media);
  • publisher of dailies and magazines (weeklies and monthlies) in Italy and in Spain, through RCS MediaGroup, also active in the organization of major world sporting events, and in newsstand distribution through its subsidiary m-Dis Distribuzione Media. In the area of training, the Group is present with RCS Academy Business School in Italy, Unidad Editorial Training School (ESUE), and Expansion Business School in Spain.

The Group's primary clientele includes readers, viewers, the public, customers and users. In 2024, there were no significant changes in the Group's offerings in terms of products and services, or customers and target markets.

Below are the Group employees at 31 December 2024 broken down by geographical area:

Italy Spain Other countries Total
Executives, middle managers and white collars 1,584 637 31 2,252
Publication editors and journalists 956 455 - 1,411
Blue collars 147 - - 147
Total 2,687 1,092 31 3,810

In a global landscape shaped by significant shifts in media, the Group plans to capitalize on the influence of its content and brands to advance its offerings. This strategy includes adopting a progressive digital transformation, with a focus on investments in cutting-edge technologies and organizational innovations designed to consistently enhance the Group's digital products.

In 2024, the Group adopted a three-year 2024-2026 Sustainability Plan (hereinafter 2024-2026 Sustainability Plan), with the aim of defining strategic guidelines related to ESG areas, establishing medium- to long-term objectives, and outlining possible actions to be implemented to achieve them. The Group, in developing the Sustainability Plan, focused on addressing stakeholder interests by considering the main impacts of its operations. This process involved direct engagement with internal stakeholders and indirect engagement with external stakeholders. Throughout the year, the Group monitored the actions within the Plan and assess progress toward the set objectives. Additionally, in the early months of 2025, as part of the Plan's update, the actions and initiatives supporting the planned objectives were re-evaluated. These activities were carried out with the involvement of the Group's corporate functions through one-to-one interviews, while also considering insights gained from the stakeholder engagement activities conducted in 2024, which confirmed the relevance of the strategic guidelines established in the initial three-year plan. Moreover, the process followed for the creation of this document, in line with the European CSRD Directive, has reinforced and furthered the Group's commitment to sustainability objectives. These objectives align with stakeholder expectations, the goals outlined in the Agenda 2030, and the evolving regulatory landscape. The update of the actions planned to support the objectives of the 2024-2026 Sustainability Plan was presented to the Control, Risk and Sustainability Committee on 19 March 2025 and subsequently approved by the Board of Directors on 20 March 2025.

Below are the SDGs considered as a reference and the strategic guidelines for the Group, defined in the first 2024-2026 Sustainability Plan and reaffirmed following the aforementioned update:

For more details on the Group's qualitative objectives, see the following chapters on topical ESRS, where contextual information will be provided regarding any products, services, customer categories, and geographical areas that are relevant to them.

The Group's business model can be broken down into four main areas of activity, which the Group carries out through the involvement of different actors within its value chain, as described below.

Circulation

With regard to circulation activities, the main actors involved are the paper mills, which supply paper for both their own and third-party production hubs in Italy and Spain, and the ink supplier. The Italian newspapers published by RCS are produced in Italy at its own (Pessano con Bornago, Padua and Rome) or third-party (Bari, Messina and Cagliari) printing centres, while in Spain production is carried out entirely at third-party printing centers(Bermont is the main printer). In the case of magazines, books and add-on products, the Group (through publishers RCS MediaGroup S.p.A. and Cairo Editore S.p.A.) uses third-party printers.

In addition to traditional printing, the Group develops digital publishing products, such as online editions and mobile apps, using internal resources and external suppliers.

The distribution channel involves in Italy the publishers RCS MediaGroup S.p.A. and Cairo Editore S.p.A., and in Spain the publisher Unidad Editorial S.A., who entrust distribution to a national distributor (m-dis Distribuzione Media S.p.A., wholly owned by RCS, in Italy and Boyacà in Spain). The national distributor, in turn, relies on local distributors to deliver editorial products to retailers (newsstands/supermarkets) until they reach the readers.

Transport to local distributors (so-called primary transport) is carried out through external suppliers by the national distributor. The transport of publications to resellers and collection of returns is handled by local distributors.

Television

The Cairo Group operates in the television communication sector through La7, which carries out a broad range of activities related to corporate organization in the conception, production, implementation, and transmission of TV programs aimed at viewers and users through its own TV network platform, digital media, and social platforms.

Some TV programs are produced internally by company staff (both for the creative content and technical production activities), typically utilizing specialized suppliers for these technical tasks carried out in TV studios, as well as collaborations, both journalistic and non-journalistic. Other television programs, especially in prime time, are outsourced to external production companies that manage both the creative and technical

components of the program. The schedule is characterized by the broadcasting of movies, TV series, and documentaries for which La7 acquires rights from third parties.

For the broadcasting of La7, La7d, and third-party channels, the Cairo Group also operates as a network operator through Cairo Network. The company has entrusted the implementation and management of its terrestrial digital network in "full service" mode to an experienced player in the sector.

Advertising

The Group operates in the advertising sales market in Italy through its subsidiary CAIRORCS Media S.p.A.. With regard to advertising, the actors involved include advertising investors, digital platforms, the commercial network (agents), media centres, the audience, and event participants.

Specifically, the Group collects advertising in its print and online publications, as well as during various sporting events. It sells advertising space to its clients through a combination of traditional and digital methods, direct sales via digital platforms, the sales network (agents), and via media centres.

Organization of Sporting Events

As part of the RCS Group's activities related to the organization of sporting events, there are many actors involved in the value chain. The main include athletes, sports teams, television networks, suppliers responsible for the security of the competitions along the route, the setup of public reception, including at the stage villages, and the public who attend and participate in the events.

SBM-2 - Interests and views of stakeholders

The relationship with stakeholders is considered by the Group as one of the key elements for the creation of shared value. The Group considers stakeholders those carriers of legitimate interests - whether implicit or explicit - affected by its activities.

The identification of stakeholders vis-à-vis non-financial topics represents a crucial element in the broader path of sustainability improvement undertaken by the Group, and was carried out by involving representatives from the various corporate divisions.

The Group, in carrying out its activities, considers the opinions of its stakeholders, implementing initiatives, events, and specific engagement methods for them.

As in previous years, the Group carried out a stakeholder mapping to gain a better understanding of their expectations and expectations and update the Group's "Double Materiality" analysis. Understanding the impacts, risks and opportunities, and then defining the sustainability matters most relevant to the company, is the groundwork for a sustainability path that can generate long-term value for the business and the community.

The table below lists the Group's identified stakeholders and the main methods of engagement used over the years and currently in use.

Stakeholder categories Stakeholders Methods of engagement and
communication
Human resources Employees, Journalists and Trade Unions Dissemination of the Code of Ethics,
training sessions, company Intranet,
Focus Groups, Surveys, discussions
and negotiations with the Editorial
Committees and the Trade Union
Representatives, teams meetings
Shareholders, Market, Financial
analysts,
lenders,
financial
Regular financial reports, Corporate
Financial Community and institutions, competitors, trade associations Governance
report,
Shareholders'
Lenders Meeting,
road
shows,
website,
dedicated meetings, teams meetings,
webinars
Institutions National and European regulatory bodies, Conferences, regular meetings with
government bodies, local communities, PA, authorities and institutions, teams
schools and universities, sports federations meetings, webinars
Business Partners Suppliers, associates, sports associations, Supplier portal, dedicated meetings,
distribution chain workshops,
surveys,
partnerships,
teams meetings, webinars
Public, Retail and Business Advertising
customers/sponsors,
Website, social networks, dedicated
Customers distributors,
broadcasters,
subscribers,
meetings, mailing lists, newsletters,
buyers of our products, users, viewers, social advertising
roadshows,
market
media, sports audience, people making the research, teams meetings, webinars
news
Environment Community and territory Organization of events, dedicated
meetings, partnerships with local
entities
for
organizing
sporting
events, teams meetings, webinars

Regarding dialogue with shareholders, the Board of Directors of Cairo Communication S.p.A. approved the 'Policy for the Management of Dialogue with General Shareholders", effective 1 January 2021, in line with the new Corporate Governance Code, which is available on the Company's website (Governance/Engagement Policy section). The Policy aims to foster dialogue with shareholders, potential investors, financial analysts, market operators, and the Italian and international business press, as it is in the Company's interest to gather opinions and proposals, while maintaining effective communication with relevant stakeholders, in compliance with legal obligations, including market abuse regulations.

The Board of Directors of Cairo Communication S.p.A. receives, at least twice, a report from the Control, Risk and Sustainability Committee on the activities carried out on sustainability matters and stakeholder engagement activities.

This Consolidated Sustainability Reporting provides stakeholders with an account of the results achieved and the improvement objectives to pursue in the economic, social and environmental areas.

The Group continues to gradually structure methods for listening to and engaging stakeholders, identifying specific ways of involvement for each group, and updating materiality to ensure it remains as consistent as possible with global changes, evolving stakeholder needs, and regulatory requirements. Over the years, several categories of stakeholders have been involved, as shown below:

  • employees, through the organization of several workshops and a survey aimed at both sharing, disseminating, and raising awareness of the Group's sustainability path, as well as understanding the relevance attached to different topics;
  • readers through a market survey, developed by the Group's ad-hoc department, in order to understand the level of knowledge and awareness of the Group's attention and commitment to social responsibility topics;
  • consumers, represented by a sample of users of RCS titles and media in Italy, through participation in an online Survey.

SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

The table on the impacts, risks and opportunities found to be material as a result of the Double Materiality process, described later under "IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities", gives a description, information as to where they occur within the value chain and the expected time horizons, is given at the end of the document under "Annexes".

The Group, in conducting its business activities and managing business relations with key actors within its value chain, adopts appropriate operating practices to manage the effects of impacts and existence of risks. This is achieved through the adoption of policies such as the Code of Ethics, Model 231, and the Sustainability Policy, as further described in the following chapters, as well as through its Risk Management system. Additionally, the Group continues to pursue opportunities related to the digital evolution of the business. Material impacts, resulting from the implementation of its business model, are generated directly and indirectly through the value chain by the Group activities.

While a specific analysis of the resilience of the Group's strategy and business model with regard to impacts, risks, and opportunities has not yet been carried out, it should be noted that analyses have been conducted within the broader context of risk management. These analyses follow the risk management approach described in "G1 Business Conduct" paragraph "G1-1 Business conduct policies and corporate culture" with regard to the Enterprise Risk Management system. For the climate risk aspect, reference is made to "ESRS E1 Climate Change" paragraph "ESRS IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities".

As previously mentioned in "BP-2 - Disclosure in relation to specific circumstances", regarding the disclosure of future financial effects of material risks and opportunities, the Group takes advantage of the transitional provisions set forth in the regulations. Regarding current financial effects, it should be noted that there were no material financial effects on the Group's financial position arising from material risks and opportunities.

Since this is the first year in which impacts, risks, and opportunities are defined through the Double Materiality analysis, a direct comparison with the impacts resulting from the previous analysis applied for the 2023 Consolidated Non-Financial Statement is not possible. No material Impacts, Risks and Opportunities were identified resulting in the need to identify "entity specific" indicators.

Impact, risk and opportunity management

Disclosures on the materiality assessment process

IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities

In 2024, in compliance with Legislative Decree 125/2024 of 6 September 2024, which transposed the European Directive 2022/2464 CSRD - Corporate Sustainability Reporting Directive, the Group conducted the double materiality process, following a methodological approach consisting of four main steps aligned with the indications of the Implementation Guidance "EFRAG IG 1 - Materiality Assessment" published by EFRAG in May 2024:

  • STEP 1: Understanding the context: analysis of the organization's activities, business model, business relationships, and value chain;
  • STEP 2: Identification of IROs Impacts, Risks, and Opportunities: identification of sustainability matters potentially relevant to the Group, starting from the list of issues in Appendix A of ESRS 1, and detailed mapping of related impacts, risks, and opportunities;
  • STEP 3: Assessment of IROs Impacts, Risks, and Opportunities: assessment of impact materiality through Management involvement and stakeholder engagement activities; assessment of financial materiality through dedicated meetings with Risk Owners;
  • STEP 4: Processing of results and identification of material sustainability matters.

To identify impacts, risks, and opportunities, the Group considered the main ESG trends, along with the topics and sub-topics proposed by Application Requirement 16 of the ESRS 1 standard. The Group also conducted an analysis of its activities and commercial relationships with stakeholders, which allowed it to identify its value chains and the impacts arising from these relationships.

In identifying risks and opportunities, the Group has also taken these impacts and its reliance on natural and social resources into account. Furthermore, the Group integrates ESG risks into its overall Risk Universe, as defined by ERM, meaning they are considered an integral part of the Group's broader risk management framework.

Based on the nature of the sector in which the Group operates, it does not believe that its activities could generate significant effects in terms of pollutant quantities, water consumption, or biodiversity deterioration. Consequently, during the identification phase for impacts, risks, and opportunities, no consultations were conducted regarding these topics, and no analysis was made of the Group's sites concerning pollution and water topics. The insignificance of the Group's direct impact on these topics is further confirmed by the fact that, following both internal assessments and external stakeholder engagement, the related IROs on these topics were deemed immaterial to the Group's operations. However, an impact related to biodiversity was identified as material only in the value chain.

As part of the activities to assess the Impact Materiality, workshops/interviews were held with Group Management in Italy and Spain. In these meetings, Management was asked to quantify the magnitude of identified impacts, determined as the product of the assessments assigned to benefit (for positive impacts) or severity (for negative impacts) and the likelihood of occurrence.

In this regard, the following should be noted:

  • benefit, assessed on a scale from 1 to 5, represents the significance of the positive effect (scale) and the spread of the impact (magnitude);
  • severity, assessed on a scale from 1 to 5, represents the significance of the negative effect (scale) and the spread of the impact (magnitude) and irreversibility, without considering any mitigation actions implemented by the Group;
  • the likelihood of occurrence was assessed on a scale from 1 to 5 for potential impacts only and set equal to 5 for current impacts.

Stakeholder engagement was also conducted through an online survey sent to major raw material suppliers and certain financial institutions, representing some of the main categories of external stakeholders identified

by the Group. This activity was also undertaken to verify the reasonableness of the assessments made by Management.

At the end of the process, once assessments had been acquired from stakeholders, the Group proceeded to identify material impacts by applying significance thresholds on the scope, quantified on a scale from 1 (insignificant) to 5 (extreme), which differ based on the nature of the impacts. Based on the above, the following were deemed material:

  • among the positive impacts, all of which are current, those of extreme magnitude;
  • among the current negative impacts, some in the high end of medium magnitude, those of relevant and extreme magnitude;
  • among the potential negative impacts, some in the high end of moderate magnitude, those of medium, relevant and extreme magnitude.

An initial set of material impacts was then defined, and subsequently, for sub-threshold impacts, a qualitative assessment was made. This assessment considered both the scoring of the "severity/benefit" component alone, as well as the context of the organization, sector, and previous materiality analyses, integrating other subthreshold impacts.

Regarding the process of determining Financial Materiality, the assessment of risks and opportunities was carried out through the involvement of the risk owners, responsible for the business areas. This was done using a methodology in line with the Enterprise Risk Management (ERM) process applied by the Group, as specified below. This activity was carried out for Cairo Group with the assistance of the Risk, Compliance, Internal Audit & Sustainability Department, and for RCS Group/EU with the assistance the Internal Audit Department of RCS MediaGroup.

Specifically, evaluators were asked to score risks and opportunities on a scale of 1 (rare) to 5 (very certain) for likelihood of occurrence, and on a scale from 1 (insignificant) to 5 (extreme) for impact. Assessments took place, taking into account any existing mitigation actions (residual risk). It should also be noted that three different time horizons were considered in the assessment of risks and opportunities: short term (within 12 months), medium term (between 1 and 5 years), and long term (over 5 years), in line with the definitions of ESRS 1.

To identify material risks and opportunities, quantitative thresholds were considered with regard to the statistical universe of scores obtained from the assessments of individual areas of the Group, consistent with practices already used in the ERM process of corporate risks.

IRO-2 - Disclosure requirements in ESRS covered by the undertaking's sustainability statement

See the annexes at the end of the document for the tables in Appendix B of ESRS Principle 2 - General Information containing the list of datapoints in cross-cutting and topical standards that derive from other EU legislation, as well as the table in Appendix C of ESRS 2 - General Information containing the disclosure and application requirements in topical ESRS that are applicable in conjunction with ESRS 2 - General Information, including the paragraphs relating to material sustainability matters.

Policies

Policies MDR-P - Policies adopted to manage material sustainability matters

Below are the main details regarding the policies adopted by the Group, approved by the Board of Directors of the parent company, which is responsible for their implementation, related to the management of sustainability matters:

Sustainability policy

The Sustainability Policy aims to communicate guidelines on social, environmental and governance responsibility topics, which are considered an integral part of business activities. Specifically, the fundamental principles, which concern the following areas in which the Group operates and characterize the management of its activities:

  • Human resources and respect for diversity;
  • Health and safety;
  • Human rights;
  • Combating corruption;
  • Attention to the community;
  • Attention to the environment.

The oversight of sustainability topics has been entrusted to the Control, Risk and Sustainability Committee, which supervises sustainability matters related to the company's operations and its interactions with all stakeholders.

The Policy applies to Group companies, current and potential employees, agents and contractors, suppliers, and other business partners of the Group in the countries where it operates.

The Group is inspired by the main international references and standards, including:

  • the United Nations International Charter on Human Rights, including the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights;
  • the Guiding Principles on Business and Human Rights: Implementing the United Nations "Protect Respect and Remedy" framework;
  • the Declaration on Fundamental Principles and Rights at Work of the International Labor Organization (ILO) and its applicable conventions;
  • the 10 principles of the UN Global Compact;
  • the OECD Guidelines for Multinational Enterprises;
  • the UN Sustainable Development Goals.

Code of Ethics

The Code of Ethics covers the following topics:

  • integrity (compliance with laws and regulations, prevention of conflicts of interest, fight against corruption, fair competition, transparency, correctness, and completeness of information);
  • protection of individuals and human rights (empowerment of individuals, protection of human rights and minors, diversity, inclusion and equal opportunities, protection of health and safety);
  • protection of the Group's resources and identity;
  • social responsibility;
  • environmental protection;
  • relationship with stakeholders.

The recipients of the Code of Ethics are the members of the corporate bodies, employees and associates, agents, suppliers and, more generally, all those who work for various reasons with the Group.

Organizational, management and control model pursuant to Legislative Decree 231/01 Model 231 achieves the following objectives:

a) identify the activities in which crimes could be committed;

b) provide for specific protocols directed at planning the formation and performance of the decisions of the Entity relating to crimes to be prevented;

c) identify methods for managing financial resources suitable for preventing the commission of such crimes;

d) introduce a disciplinary system suitable for punishing non-compliance with the measures set out in the Model;

e) provide for disclosure obligations vis-à-vis the Supervisory Board.

The recipients of the Organizational, Management, and Control Model and the principles contained therein govern the behavior of the Corporate Bodies, Employees, Associates, Consultants, Suppliers, Business Partners, and, more generally, all those who, in any capacity, operate on behalf of or in the interest of the Company.

The Model is inspired by the "Guidelines for the construction of organizational, management, and control models pursuant to Legislative Decree 231/01" in compliance with the principles and substantive rules established by the Code of Ethics.

Model 231 model includes the "Whistleblowing" reporting system, as regulated by the relevant procedure described below.

Whistleblowing procedure

The procedure (similar for the Cairo Group and the RCS Group) aims to encourage and protect those who decide to report illicit behavior; in fact, the reporting methods, the protections provided for the reporter, and the disciplinary system of reference are summarized.

The procedure applies to the Group's Italian companies. Unidad Editorial S.A. has established an independent procedure for reporting violations, in accordance with the applicable local regulations.

The recipients of the procedure are current and potential employees, workers, associates, volunteers, trainees, and individuals with administrative, control, supervision, or representation functions.

The procedure refers, in addition to Legislative Decree No. 24 of 10 March 2023, implementing EU Directive 2029/1937 of the European Parliament concerning the protection of persons who report violations and Legislative Decree 231/2001 with subsequent additions, to the guidelines issued by ANAC on the protection of persons who report violations of Union law and the protection of persons who report violations of national regulatory provisions - protection for the submission and management of external reports.

For detailed information on the Sustainability Policy, the Code of Ethics, and Model 231 and how they relate to specific social, environmental, and governance reference areas, see the following sections in which the topical ESRS are discussed.

Environmental Information

Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)

Relevant context

Within the framework of the European Union's strategy for sustainable development and the transition to a low-carbon economy, and as part of the European Commission's Sustainable Finance Action Plan, a central role is played by the classification system or "taxonomy" of sustainable activities, outlined in Regulation (EU) 2020/8525 of 18 June 2020 (hereinafter also "Taxonomy Regulation"). This Regulation provides a unified system for classifying economic activities that can be considered environmentally sustainable.

Specifically, under the "Regulation", an economic activity is considered environmentally "sustainable" when it meets a number of conditions, including: a) substantially contributing to the achievement of one or more of the following environmental objectives, namely: i) climate change mitigation; ii) climate change adaptation; iii) sustainable use and protection of water and marine resources; iv) transition to a circular economy; v) pollution prevention and reduction; and vi) protection and restoration of biodiversity and ecosystems; b) not causing significant harm to any of the other environmental objectives (the "Do Not Significant Harm" criterion); c) being carried out in compliance with minimum safeguards (in line with OECD guidelines and UN/ILO Guiding Principles on Economic Activities and Human Rights); d) complying with the technical screening criteria adopted by the European Commission for each individual objective.

On 4 June 2021, the European Commission adopted EU Delegated Regulation 2021/2139, which establishes these technical screening criteria for the first two environmental objectives (climate change mitigation and climate change adaptation).

On 2 February 2022, the European Commission approved a supplementary climate delegated act that includes, under strict conditions, specific activities in the nuclear power and gas sectors in the list of economic activities covered by the Taxonomy.

On 11 December 2023, the EU Delegated Regulation 2023/2486 entered into force, setting technical screening criteria for the other four environmental objectives: iii) sustainable use and protection of water and marine resources; iv) transition to a circular economy; v) prevention and reduction of pollution; and vi) protection and restoration of biodiversity and ecosystems.

In line with the provisions of the above Regulations, and in accordance with the requirements of the CSRD, any undertaking subject to the requirement to prepare non-financial reporting must include in its documentation information on how and to what extent its activities align with economic activities considered environmentally sustainable under Articles 3 and 9 of the Regulations. Specifically, non-financial undertakings are required to report from publications after 1 January 2025:

  • the proportion of their turnover (as defined by EU Delegated Regulation 2021/2178) derived from products or services associated with economic activities that qualify as environmentally sustainable under Articles 3 and 9 of the Regulation;
  • the proportion of their capital expenditure (capex) and the proportion of their operating expenditure (opex) (as defined by EU Delegated Regulation 2021/2178) related to assets or processes associated with economic activities that qualify as environmentally sustainable under Articles 3 and 9 of the Regulation.

Analysis and representation methodology

With the aim of meeting the above reporting requirements, the Group further updated the analyses carried out in prior years, also based on developments in the application and interpretation of the relevant regulations, including official Q&A publications by the European Commission, to assess whether one or more of the Group's economic activities could be classified among the activities listed in the delegated acts of the Regulation, in order to consider them eligible. This update involved reviewing the NACE codes of the Group companies, identifying the actual economic activities performed by them, and mapping these activities against the descriptions provided in the Delegated Regulations regarding the economic activities eligible under the objectives of the Taxonomy Regulations.

As a result of these analyses, carried out by confirming the overall prudential approach already adopted in prior years, based on the in-depth assessments performed and interpretation of the applicable regulations, it was confirmed that the economic activities performed by the Group, as described in "SBM-1 Strategy, Business Model and Value Chain" of the chapter "ESRS 2 - General Information", could not be classified as eligible in relation to any of the climate and environmental objectives identified by EU Regulation 2020/852, and therefore no eligible or aligned revenue, investments, or operating costs were identified in relation to them.

In this context, with particular regard to the investments and operating costs incurred by the Group in 2024, in-depth assessments were made to identify those related to any energy efficiency measures implemented and attributable to the economic activities listed from point 7.3 to point 7.5 of Annex I to EU Delegated Regulation

2021/2139 in relation to the climate change mitigation objective. Based on this analysis, only the following interventions were identified as eligible for these activities, as detailed below:

  • implementation of energy consumption monitoring systems in Milan's Via Rizzoli offices, starting December 2024, to have a real-time consumption control system;
  • implementation of lighting automation systems in Milan's Via Solferino offices to reduce unnecessary energy consumption;
  • energy efficiency upgrade (Transition 5.0) at La7 TV studios concerning the air conditioning system.

Calculation of indicators

Turnover

The turnover KPI referred to in Article 8, paragraph 2, letter a) of Regulation (EU) 2020/852 was calculated as the portion of revenue generated from products or services, including intangible ones, associated with economic activities eligible for the taxonomy (numerator), divided by total revenue (denominator) pursuant to Article 2, point 5 of Directive 2013/34/EU, as recognized in the accounts and presented in the consolidated financial statements prepared in accordance with IFRS. In the absence, as represented, of eligible economic activities carried out by the Group, the KPI for both eligible and eligible and aligned turnover is therefore zero.

Capital expenditure (Capex)

The KPI for capital expenditure referred to in Article 8, paragraph 2, letter b) of Regulation (EU) 2020/852 was calculated considering the following denominator and numerator:

  • the denominator includes increases to tangible and intangible assets during the year considered before amortization, depreciation, write-down, and any write-back, including those resulting from restatements and impairments, were included for the year under review, and changes in fair value were excluded. The denominator also includes increases in tangible and intangible assets resulting from business combinations. Specifically, capital expenditure includes costs recognized in the consolidated financial statements based on: (a) IAS 16 "Property, Plant and Equipment", point 73, letter e), subpoints i) and iii); (b) IAS 38 "Intangible Assets", point 118, letter e), subpoint (i); (c) IAS 40 "Investment Property", point 76, letters a) and b) (for the fair value model); (d) IAS 40 "Investment Property", point 79, letter d), subpoints i) and ii) (for the cost model); (e) IAS 41 "Agriculture", point 50, letters b) and e); and (f) IFRS 16 "Leases", point 53, letter h). Leases that do not result in the recognition of a right of use on the asset are not included as capital expenditure;
  • the numerator corresponds to the portion of capital expenditure included in the denominator related to investments made during the year in energy efficiency measures, specifically regarding the installation of technologies for the automatic switching off of office lights in Via Solferino, the implementation of energy consumption monitoring systems in the Milan offices in Via Rizzoli, and energy efficiency measures (Transition 5.0) at the La7 TV studios concerning the air conditioning system, eligible respectively under activities 7.5 "Installation, Maintenance and Repair of Instruments and Devices for the Measurement, Regulation and Control of Energy Performance of Offices" and 7.3 "Installation, Maintenance and Repair of Energy Efficiency Devices" with regard to the Climate Change Mitigation objective.

Operating expenditure (Opex)

The KPI for operating expenditure referred to in Article 8, paragraph 2, letter b) of Regulation (EU) 2020/852 was calculated considering the following denominator and numerator:

  • the denominator includes non-capitalized direct costs related to maintenance, building renovations, research and development, short-term leasing, and any other direct expenses related to the day-to-day maintenance of property, plant, and equipment;
  • the numerator corresponds to the portion of operating expenditure included in the denominator that meet the condition of being related to assets or processes associated with the eligible economic activities carried

out by the Group.

In the absence, as represented, of eligible economic activities carried out by the Group, the KPI for both eligible and eligible and aligned operating expense is therefore zero.

For all the indicators mentioned above and shown in the tables provided in the Regulations, reported in the following pages, the share of non-eligible activities includes all those activities not listed in EU Delegated Regulations 2021/2139, 2023/2485, and 2023/2486, regardless of whether or not these activities can significantly contribute to one of the six environmental objectives defined in EU Regulation 2020/852.

The process of identifying the economic activities carried out by the Group that are eligible for the EU Taxonomy, as well as defining the proportion of revenue, operating expenditure, and capital expenditure arising from EU Taxonomy eligible activities, was based on a prudential approach and the best technical assumptions and interpretations of EU Delegated Regulations 2021/2139, 2021/2178, 2023/2485, and 2023/2486 supplementing Regulation 2020/852 available at the time of preparation of this disclosure. In this context, it is noted that the qualitative and quantitative data and information presented in relation to the requirements of EU Regulation 2020/852 and its Delegated Regulations could be subject to future updates, depending on changes or updates in internal evaluation processes and methods, reference legislation, or the appearance of new shared standards in the context of the relevant operational sectors.

Taxonomy: Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024

Financial Year 2024 Year Substantial contribution criteria
DNSH criteria ("do no significant harm") (h)
Economic activities (1) Co
de
(a)
(2
)
Tu
rno
ver
(3
)
Pr
op
ort
ion
202
of
Tu
4 (
4)
rno
ver
, ye
ar
Cli
ma
te
cha
ng
e m
itig
ati
on
(5)
Cli
ma
te
cha
ng
e a
da
pta
tio
n (
6)
Wa
ter
(7
)
Po
llu
tio
n (
8)
Cir
cul
ar
Ec
on
om
y (
9)
Bio
div
ers
ity
(1
0)
Cli
ma
te
cha
ng
e m
itig
ati
on
(11
)
Cli
ma
te
cha
ng
e a
da
pta
tio
n (
12)
Wa
ter
(1
3)
Po
llu
tio
n (
14)
Cir
cul
ar
Ec
on
om
y (
15)
Bio
div
ers
ity
(1
6)
Mi
nim
um
Sa
feg
ua
rds
(1
7)
Pr
(A
op
.1.)
ort
or
ion
eli
yea
of
gib
r 2
Ta
le (
023
xon
A.2
(1
om
.) t
8)
y-a
urn
lig
ove
ned
r,
En
ab
lin
g a
cti
vit
y c
ate
gor
y (
19)
Tr
an
siti
on
al
act
ivi
ty
cat
ego
ry
(20
)
(€/millions) EUR % Yes; No;
N/EL
(b)(c)
Yes; No;
N/EL
(b)(c)
Yes; No;
N/EL
(b)(c)
Yes; No;
N/EL
(b)(c)
Yes; No;
N/EL
(b)(c)
Yes; No;
N/EL
(b)(c) Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No % A T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0%
Of which enabling - 0%
Of which transitional - 0%
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
Turnover of taxonomy-eligible but not environmentally sustainable activities (not
taxonomy-aligned) (A.2)
0 0,0% 0% 0% 0% 0% 0% 0% 0,0%
A. Turnover of taxonomy-eligible activities (A.1+A.2) 0 0,0% 0% 0% 0% 0% 0% 0% 0,0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities 1.037,3 100,0%
TOTAL 1.037,3 100,0%
Environmental
objectives
Activities
aligned
by
objective
Eligible
activities
by
objective
CCM:
Climate
change
mitigation
0,0% 0,0%
CCA:
Climate
change
adaptation
0,0% 0,0%
WTR: Water and
marine
resources
0,0% 0,0%
CE:
circular
economy
0,0% 0,0%
PPC:
Pollution
prevention
and
reduction
0,0% 0,0%
BIO:
Biodiversity
and
ecosystems
0,0% 0,0%

Taxonomy: Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024

Financial Year 2024 Year Substantial contribution criteria DNSH criteria ("do no significant harm") (h)
Economic activities (1) Co
de
(a)
(2)
Ca
pE
x (
3)
Pro
por
tio
n o
f C
apE
x, y
ear
20
24
(4)
Cli
ma
te c
han
ge
mi
tig
ati
on
(5)
Cli
ma
te c
han
ge
ada
pta
tio
n (
6)
Wa
ter
(7
)
Po
llu
tio
n (
8)
Cir
cul
ar
Ec
ono
my
(9
)
Bio
div
ers
ity
(10
)
Cli
ma
te c
han
ge
mi
tig
ati
on
(11
)
Cli
ma
te c
han
ge
ada
pta
tio
n (
12)
Wa
ter
(1
3)
Po
llu
tio
n (
14)
Cir
cul
ar
Ec
ono
my
(1
5)
Bio
div
ers
ity
(16
)
Mi
nim
um
Sa
feg
uar
ds
(17
)
(A.
Pro
1.)
por
or
tio
elig
n o
ibl
202
f T
e (A
3 (
axo
18)
.2.)
nom
Ca
y-a
pE
lign
x, y
ed
ear
En
abl
ing
ac
tivi
ty
cat
ego
ry
(19
)
Tr
ans
itio
nal
ac
tivi
ty
cat
ego
ry
(20
)
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
(€/millions) EUR % (b)(c) (b)(c) (b)(c) (b)(c) (b)(c) (b)(c) Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No % A T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0%
Of which enabling - 0% 0% A
Of which transitional - 0% 0% T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
(f) (f) (f) (f) (f) (f)
Installation, maintenance and repair of instruments and devices for the measurement,
regulation and control of energy performance of buildings
7.5 CCM 0,1 0,1% EL N/EL N/EL N/EL N/EL N/EL 0,0%
Installation, maintenance and repair of energy efficiency devices 7.3 CCM 0,3 0,4% EL N/EL N/EL N/EL N/EL N/EL 0,0%
CapEx of taxonomy-eligible but not environmentally sustainable activities (not taxonomy
aligned) (A.2)
0,3 0,4% 100% 0% 0% 0% 0% 0% 0,0%
A. CapEx of Taxonomy-eligible activities (A.1+A.2) 0,3 0,4% 100% 0% 0% 0% 0% 0% 0,0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities 73,9 99,6%
TOTAL 74,2 100,0%
Environmental objectives Activities
aligned by
objective
Eligible activities
by objective
CCM: Climate change mitigation 0,0% 0,4%
CCA: Climate change adaptation 0,0% 0,0%
WTR: Water and marine resources 0,0% 0,0%
CE: circular economy 0,0% 0,0%
PPC: Pollution prevention and reduction 0,0% 0,0%
BIO: Biodiversity and ecosystems 0,0% 0,0%

Taxonomy: Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024

Financial Year 2024 Year
Substantial contribution criteria
DNSH criteria ("do no significant harm") (h)
Economic activities (1) Co
de
(a)
(2)
Op
Ex
(3
)
Pro
por
tion
of
Op
Ex
, 20
24
(4)
Cli
ma
te c
han
ge
mit
iga
tion
(5
)
Cli
ma
te c
han
ge
ada
pta
tion
(6
)
Wa
ter
(7
)
Pol
lut
ion
(8
)
Cir
cul
ar
Ec
ono
my
(9
)
Bio
div
ers
ity
(10
)
Cli
ma
te c
han
ge
mit
iga
tion
(1
1)
Cli
ma
te c
han
ge
ada
pta
tion
(1
2)
Wa
ter
(1
3)
Pol
lut
ion
(1
4)
Cir
cul
ar
Ec
ono
my
(1
5)
Bio
div
ers
ity
(16
)
Mi
nim
um
Sa
feg
uar
ds
(17
)
Pro
(A.
por
1.)
tion
or
yea
elig
of
r 2
ible
Ta
023
xon
(A
(1
om
.2.)
8)
y-a
Op
lign
Ex
ed
,
En
abl
ing
ac
tivi
ty c
ate
gor
y (
19)
Tr
ans
itio
nal
ac
(20
tivi
)
ty c
ate
gor
y
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
Yes; No;
N/EL
(€/millions) EUR % (b)(c) (b)(c) (b)(c) (b)(c) (b)(c) (b)(c) Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No % A T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Operating expense of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0%
Of which enabling - 0% 0% A
Of which transitional - 0% 0% T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
(f) (f) (f) (f) (f) (f)
OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned
activities) (A.2)
- 0% N/EL N/EL N/EL N/EL N/EL N/EL 0%
A. OpEx of Taxonomy eligible activities (A.1+A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities 15,5 100%
TOTAL 15,5 100%
Environmental objectives Activities
aligned by
objective
Eligible activities
by objective
CCM: Climate change mitigation 0% 0%
CCA: Climate change adaptation 0% 0%
WTR: Water and marine resources 0% 0%
CE: circular economy 0% 0%
PPC: Pollution prevention and reduction 0% 0%
BIO: Biodiversity and ecosystems 0% 0%

Taxonomy: Nuclear energy and fossil gas related activities

Nuclear energy related activities Yes/No
The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of
1
innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the
N o
fuel cycle.
The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations
2
to produce electricity or process heat, including for the purposes of district heating or industrial processes such as
N o
hydrogen production, as well as their safety upgrades, using best available technologies.
The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce
3
electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen
N o
production from nuclear energy, as well as their safety upgrades.
Fossil gas-related activities Yes/No
The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities
4
N o
that produce electricity using fossil gaseous fuels.
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined
5
N o
heat/cool and power generation facilities using fossil gaseous fuels.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat
6
N o
generation facilities that produce heat/cool using fossil gaseous fuels.

ESRS E1 - Climate change

The Group has continued to put in place and implement further actions and organizational processes aimed at guaranteeing environmental sustainability, combining it with economic sustainability, in the awareness that these aspects are and will be increasingly entwined in the future.

In considering environmental protection actions, reference is made not only to the printing processes directly managed by the Group or other strictly "core" activities managed directly by the company, but also to the supply chain. This includes the management of printing processes at third-party locations, the distribution process, the purchase of raw materials with "high environmental impact" such as paper, and office locations.

Governance

ESRS 2 GOV-3 - Integration of sustainability-related performance in incentive schemes

The remuneration policy of Cairo Communication S.p.A. currently has no specific objectives related to the reduction of greenhouse gas (GHG) emissions. Accordingly, no portion of the remuneration of members of the administrative, management, and supervisory bodies is directly and uniquely related to these objectives.

Strategy

E1-1 - Transition plan for climate change mitigation

The Group does not currently have a transition plan for climate change mitigation. The Group annually quantifies and monitors direct emissions (Scope 1), indirect emissions from energy consumption (Scope 2), and other indirect emissions (Scope 3). With regard to the latter, with a view to continuous improvement, the Group has gradually integrated information related to the value chain.

Next year, prep activities for a possible preparation of a Transition Plan will be assessed.

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

In the context of ESRS Principle E1 - Climate Change, the impacts, risks, and opportunities deemed material as a result of the double materiality process are:

Climate change mitigation

  • Current Negative Impact: generation of indirect climate-changing emissions produced in the value chain as a result of activities carried out by third parties;
  • Actual Negative Impact: contribution to climate change through direct and indirect energy GHG emissions from activities at Group locations and sites;
  • Risk due to transitional climate change (regulatory and legal, technological, market, and reputational), impacting Group revenue and costs (and the resulting financial and capital effects).

Climate change adaptation

  • Risk: physical climate change hazards (acute, e.g., flooding, and chronic, e.g., rising average temperatures) for the Group's locations and sites, specifically in the context of organizing sporting events, with impacts on costs and assets (and the resulting operating, financial and capital effects).

Energy

  • Current Negative Impact: energy consumption (use of non-renewable versus renewable sources), resulting in negative environmental impacts in terms of CO2 emissions and reduction of energy stock;
  • Opportunities: reduction of the Group's environmental footprint in terms of direct and indirect emissions, e.g., through the use of renewable energy sources, energy offsets, etc., with positive effects in terms of e.g., lower tax, lower penalties, or access to European tenders for funds/financing, etc.

It should be noted that transition risks may also be attributable to changes in the preferences and expectations of consumers, and in general of the Group's stakeholders, who may gradually lean towards products/services as well as companies that show strong sensitivity to sustainability topics.

In 2024, exposure to climate risks was further explored and analyzed through scenario analysis, as detailed in the next section.

With regard to climate, physical, and transition risks deemed material, an analysis was conducted to identify and assess the mitigation actions the Group is implementing to manage and, where appropriate, reduce exposure to these risks. These include: preventive measures to limit the impact of physical risks, energy efficiency measures, and monitoring systems.

Impact, risk and opportunity management

ESRS 2 IRO-1 - Description of the processes to identify and assess material climate-related impacts, risks and opportunities

During the year, the Group prepared the scenario analysis of climate risks on its locations and production sites, further supplementing the path of the Risk Assessment process, which had already started in 2023, aimed at exploring the risks related to climate change and their potential impact on the Group's activities.

This analysis was carried out by applying the guidelines published by the Task Force on Climate-related Financial Disclosures - TCFD, the international framework for disclosure on climate-related risks and opportunities and defining their economic and financial impact.

TCFD framework

The Task Force on Climate-related Financial Disclosures (TCFD) was formed in 2015 by the Financial Stability Board (FSB) with the aim of developing recommendations for reporting climate-related risks and opportunities.

In June 2017, the Task Force released a Final Report with a set of recommendations on reporting the risks and opportunities that climate change can pose to business performance. These recommendations are divided into four theme areas: governance, strategy, risk management, and metrics and targets. Climate risks can be divided into two categories:

  • Physical Risks, risks from extreme weather events, climate change, and environmental degradation that affect the economy and could have financial implications for organizations. These are further divided into:

  • i. Acute risks, which refer to event-driven risks, including the increased magnitude of extreme weather events such as cyclones, hurricanes, and floods;

  • ii. Chronic risks, which include long-term changes in climate patterns (e.g., rising temperatures) that may cause sea level rise or chronic heat waves;
  • Transition risks, business risks arising from the transition to a low-carbon economy, which may include political and regulatory risks, technological risks, market risks, legal, and reputational risks.

The design path of the scenario analysis (Long-Term Scenario Analysis) for the Group followed the steps below:

  • mapping of production and operational processes and their locations;
  • identification of climate risks under the TCFD potentially applicable to the Group;
  • identification of climate risk levels based on climate scenarios outlined in the scientific literature/reference models, over the long term;
  • modeling the level of exposure (high, medium, low) to climate risks (inherent risk) for each risk analyzed;
  • interviews with identified corporate contacts in order to map any mitigation actions already put in place by the Group;
  • definition of the geographical map aimed at identifying the risk level of each site;
  • mapping of identified climate risks with evidence of different levels of risk;
  • consolidation and analysis of the results that emerged.

The scenarios used to conduct the analyses differ depending on whether they are Physical Risks or Transition Risks.

For Physical Risks, scenarios derived from the Intergovernmental Panel on Climate Change (IPCC) were used, in both optimistic and pessimistic variations.

The optimistic scenario, called IPCC RCP 4.52 , is the scenario where effective countermeasures are taken against climate change, leading to a significant reduction of greenhouse gas emissions into the atmosphere. Under this scenario, emissions appear to be moderate, rising slightly before beginning to decline around 2040. The organization is positioned to evaluate strategies from a precautionary perspective, taking into account the need for more mitigation in comparison to other scenarios. The pessimistic scenario, called IPCC RCP 8.53 , is commonly associated with the phrase "Business-as-usual" or "No mitigation", where emissions continue to grow at current rates. The scenario is typically chosen for the organization's strategic assessment, considering a forward-looking view of sharply worsening weather conditions with potential significant business consequences.

With regard to Transition Risks, the scenarios identified by the International Energy Agency (IEA), in both optimistic and pessimistic variations, were used.

The optimistic scenario, called "Current Policies", assumes that only currently implemented policies are maintained, resulting in high physical risks. Emissions grow until 2080, causing a warming of approximately 3°C and severe physical hazards. The chosen scenario allows the organization to assess its strategies with respect to the application of current policies, reflecting the optimistic condition in which the organization currently implements its processes. The pessimistic scenario, called "Net Zero 20504 ", introduces strict climate policies and innovation aimed at limiting global warming to 1.5°C, with the goal of achieving net zero CO₂ emissions around 2050. This scenario assumes the immediate introduction of ambitious climate policies, which implies the pessimistic condition that significant investment must be made by the organization for the necessary adjustments to meet future climate change limits.

In light of the application of the methodology described above and based on the analysis of data related to geographical location and political context, the climate change risks deemed material, with varying degrees of significance, are:

  • Physical Risks: heat stress, water stress, heat waves, subsidence, i.e. sudden or gradual sinking of the ground;
  • Transition Risks: replacement of existing products and services with low-emission options and market uncertainty.

For details regarding climate change impacts, see the following section "E1-6 - Gross Scopes 1, 2, 3 and total GHG emissions".

2 Source: IPCC Intergovernmental Panel on Climate Change - "IPCC AR6 WGII Full Report"

3 Source: IPCC Intergovernmental Panel on Climate Change - "IPCC AR6 WGII Full Report"

4 Source: IEA International Energy Agency - "Net Zero Emissions by 2050 Scenario (NZE) - Global Energy and Climate Model - Analysis - IEA"

E1-2 - Policies related to climate change mitigation and adaptation

The Group has adopted a process of ongoing improvement regarding aspects that may affect the environment, including the use of new technologies that are increasingly focused on the management and use of energy and natural resources. This process has implications across various areas of the company: in the organization of work, employee information, the procurement process, the organization and management of workspaces, and the technological development the Group is promoting. The Group's commitment to climate change-related topics is put into practice both through the application of and compliance with regulations gradually introduced on environmental topics, and through attention to the policies. The Code of Ethics and the Sustainability Policy, while addressing environmental topics, do not specifically contain aspects of mitigation, adaptation, energy efficiency, and the spread of renewable energies. The procedures cover not only strictly production processes but also those related to the management of office space or personal services.

See the paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this Sustainability Reporting for more details on the scope of application of the policies and the related responsibilities.

E1-3 - Actions and resources in relation to climate change policies

The Group, in line with the 2024-2026 Sustainability Plan and the strategic guidelines of the environmental area, has taken and planned certain actions to reduce its climate impact, specifically:

  • ✓ Energy Efficiency
  • implementation of energy consumption monitoring systems in Milan's Via Rizzoli offices, starting December 2024, to have a real-time consumption control system;
  • implementation of lighting automation systems in Milan's Via Solferino offices to reduce unnecessary energy consumption;
  • energy efficiency upgrade (Transition 5.0) at La7 TV studios concerning the air conditioning system.
  • ✓ Renewable energy
  • purchase of a portion of the energy used from renewable sources with Guarantee of Origin (GO) for the locations and production sites of the Italian companies of the Group.
  • use of 100% energy from renewable sources with Guarantee of Origin (GO) for Unidad Editorial's headquarters in Spain.

The impact of the measures taken to reduce greenhouse gas (GHG) emissions can be assessed in future years once the implementation of monitoring systems is completed and the effects of renewable energy purchases and energy efficiency initiatives are consolidated.

The implementation of the above actions did not involve significant operating or capital expenditure.

Metrics and targets

E1-4 - Targets related to climate change mitigation and adaptation

The Group has defined the strategic lines of its 2024-2026 Sustainability Plan to strengthen its commitment to the responsible management of sustainability-related risks, impacts and opportunities. To date, no quantitative targets have been set in the environmental and climate field. Nonetheless, the Company may consider including such targets (possibly also Science-Based) in the next Plan, taking into account the developments of strategic priorities and sector regulations.

The Group oversees the effectiveness of its policies and actions related to sustainability through structured processes and targeted tools. Materiality analysis was conducted to identify the ESG topics most relevant to

the Group and its stakeholders. This analysis, which assesses both current and potential positive and negative impacts, provides guidance for targeting future strategies and identifying priorities for action.

A system for monitoring the progress of the planned activities of the 2024-2026 Sustainability Plan has also been put in place to check progress, identify any deviations and take corrective measures where necessary. Monitoring is based on the use of indicators, both qualitative and quantitative, on energy consumption, CO₂ emissions, and sustainable supply chain management.

E1-5 - Energy consumption and mix

E1-5- Energy consumption and mix (37., RA 34.)
amounts in MWh 2024
37. a) Total energy consumption from fossil sources 43,794.3
RA 34. Share of fossil sources in total energy consumption 81.0%
37. b) Total energy consumption from nuclear sources -
RA 34. Share of nuclear sources in total energy consumption -
37. c) i. Fuel consumption for renewable sources, including biomass (also -
comprising industrial and municipal waste of biologic origin, biogas,
renewable hydrogen, etc.)
37. c) (ii). Consumption of purchased or acquired electricity, heat, steam, 10,219.7
and cooling from renewable sources
37. c) iii. Consumption of self-generated non-fuel 42.4
renewable energy
37. c) Total energy consumption from renewable sources 10,262.1
RA 34. Share of renewable sources in total energy consumption 19.0%
37. Total energy consumption 54,056.4

Within the RCS Group, there are legal entities operating in sectors C - Manufacturing Activities and G - Retail Trade, which fall under sectors with high climate impact, as defined in sections A to H and section L of Annex I of Regulation 1893/2006 of the European Parliament and Council (as outlined in Delegated Regulation (EU) 2022/1288 of the Commission). Such companies are: RCS Produzioni Milano S.p.A. (sector C), RCS Produzioni Padova S.p.A. (sector C), RCS Produzioni S.p.A. (sector C) and My Beauty Box S.r.l. (sector G) whose data are shown in the table below.

E1-5- Energy consumption and mix (37., 38., RA 34.) - high impact
amounts in MWh 2024
38. a) Fuel consumption from coal and coal products -
38. b) Fuel consumption from crude oil and petroleum products -
38. c) Fuel consumption from natural gas 4,992.5
38. d) Fuel consumption from other non-renewable sources -
38. e) Consumption of purchased or acquired electricity, heat, steam, and 18,817.1
cooling from fossil sources
37. a) Total energy consumption from fossil sources 23,809.6
RA 34. Share of fossil sources in total energy consumption 91.5%
37. b) Consumption from nuclear sources -
RA 34. Share of nuclear sources in total energy consumption -
37. c) i. Fuel consumption for renewable sources, including biomass (also -
comprising industrial and municipal waste of biologic origin, biogas,
renewable hydrogen, etc.)
37. c) (ii). Consumption of purchased or acquired electricity, heat, steam, 2,180.5
and cooling from renewable sources
37. c) iii. Consumption of self-generated non-fuel renewable energy. 42.4
37. c) Total energy consumption from renewable sources 2,223.0
RA 34. Share of renewable sources in total energy consumption 8.5%
37. Total energy consumption 26,032.6

The table below shows data from a small photovoltaic plant for domestic hot water production and office floor heating, installed in 2011 at the Rome production site.

E1-5 - Energy consumption and mix (39.)
amounts in MWh Amount
39. Energy production from non-renewable sources -
39. Energy production from renewable sources 42.4
Total energy production from non-renewable and renewable sources 42.4
E1-5 - Energy consumption and mix (40., 41., RA 38., 42., 43.)
amounts in MWh 2024
40. Total energy consumption from activities in high climate impact sectors 867.8
per net revenue from activities in high climate impact sectors
41. Total energy consumption from activities in high climate impact sectors 26,032.6

The 867.8 MWh represents the ratio of total energy consumption in high-impact climate sectors to the Revenue of high-impact climate companies. This revenue, totaling Euro 30 million, refers to the revenue of the fully consolidated companies RCS Produzioni S.p.A., RCS Produzioni Milano S.p.A., RCS Produzioni Padova S.p.A., and MyBeautyBox S.r.l., with approximately 92% of revenue related to intragroup transactions that are eliminated at the consolidated level.

Production sites

The energy consumption of the plants is marked by:

  • direct consumption of natural gas and
  • indirect electricity consumption.

Mention should be made of the presence of a trigeneration plant at the Pessano con Bornago production site in Milan, which has been in operation since March 2022. The plant was designed as part of an energy consumption efficiency plan, owned by a third-party supplier and managed through a service contract for the purchase of electricity, thermal, and refrigeration energy at a price indexed to the price of natural gas. The trigeneration plant provides three forms of energy: an engine powered by a fossil fuel (natural gas) generates mechanical energy, which is converted into electrical energy by a generator. In the combustion of natural gas, the engine generates heat, which is distributed as thermal energy in the form of hot water via heat exchangers. Part of the accumulated heat is transformed by evaporative towers into cooling energy in the form of cold water.

Regarding the methodology for reporting the electricity consumption of RCS Group's production sites, the data is directly obtained from bills and verified based on measurements taken directly from the meters. A share of electricity from renewable sources with Guarantee of Origin (GO) was purchased in 2024.

Locations and offices

Energy consumption management at the locations and offices has been characterized by actions over the years to rationalize the operating hours of the systems, optimize system conditions, and adjust parameters such as temperatures, flow rates, etc.. Furthermore, higher-performance equipment was used, equipped with a management system that allows for better regulation of microclimate needs, optimizing energy consumption.

Regarding the methodology used for reporting the electricity consumption of the Italian locations and offices of the Group, the data is directly retrieved from the energy suppliers, with its consistency verified against the details indicated on the bills. For the larger locations (Milan via Rizzoli, Milan via Solferino, Rome via Campania, and Rome via Novaro/via Durazzo), the data is further verified based on measurements taken from the meters.

A share of electricity from renewable sources with Guarantee of Origin (GO) was purchased in 2024.

For locations housing multiple companies of the Group, the data is proportionally divided among the different companies based on the office space they occupy.

For some locations, where primary data was unavailable, consumption was estimated using specific consumption indices (expressed in MWh/m2for electricity and in Sm3 /m2for natural gas), constructed from the consumption data of properties for which specific information is available. These indices were applied to estimate electricity and natural gas consumption, based on the active utilities in the respective properties. At Unidad Editorial, the indicated electricity consumption is derived from the bills provided by the energy suppliers. For the Torrejón and San Luis buildings, the data is cross-referenced with the measurements from the company's electricity meter using an energy management tool that monitors the consumption 24 hours a day throughout the year. For other offices, the data is compared with the turnover history of prior years. The

E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions

electricity supply is 100% from renewable sources with Guarantee of Origin (GO).

E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions (48., 49., 51., 52.)
amounts in tCO2Eq 2024
Scope 1 GHG emissions
48. a) Gross Scope 1 GHG emissions 2,133.0
48. b) Percentage of Scope 1 GHG emissions from regulated emission trading -
schemes.
Scope 2 GHG emissions
49. a) Gross location-based Scope 2 GHG emissions 15,488.3
49. b) Gross market-based Scope 2 GHG emissions 13,597.9
Significant scope 3 GHG emissions
51. Total Gross indirect (Scope 3) GHG emissions 183,872.8
Purchased goods and services 134,953.6
Capital goods 1,960.0
Fuel and energy-related activities (not included in Scope 1 or 2) 2,946.1
Upstream transportation and distribution 14,023.2
Waste generated in the performance of operations 189.9
Business traveling 2,091.0
Employee commuting 6,848.6
Upstream leased assets 1,720.3
End-of-life treatment of sold products 17,036.1
Investments 2,104.0
Total GHG emissions
52. a) Total GHG emissions (location-based) 201,494.1
52. b) Total GHG emissions (market-based) 199,603.7
E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions (53., 55., RA 55.)
GHG intensity per net revenue 2024
53. Total GHG emissions (location-based) per net revenue 194.3
53. Total GHG emissions (market-based) per net revenue 192.5
Link with financial reporting
RA 55. Net revenue 1,037.0
RA 55. Net revenue used to calculate GHG intensity 1,037.0
RA 55. Net revenue other than that used to calculate GHG intensity -

In accordance with the provisions of the GHG Protocol, the Group has undertaken to reclassify its emissions into three categories: direct emissions (Scope 1), indirect emissions from energy consumption (Scope 2), and other indirect emissions (Scope 3), both at the locations and offices level and at the production sites level.

Direct emissions (Scope 1) are emissions from sources owned or controlled by the Group. These are emissions from the combustion process to produce thermal energy within the Group's operating scope and from the company fleet. Indirect emissions from energy consumption (Scope 2) are the result of the Group's activities but generated by sources owned by third parties. Specifically, in the case of the Group, they refer to greenhouse

gas emissions from the production of electricity. Scope 1 and 2 emissions were calculated from energy consumption, reported as explained in the section on E1-5.

Regarding emission factors, for direct emissions (Scope 1), those derived from the UK Government GHG Conversion Factors for Company Reporting 2024 have been used. For indirect emissions 5 related to the purchase of electricity (Scope 2), reference has been made to AIB - European Residual Mixes, specifically to the "Residual mix" for the Market-Based approach and the "Supplier mix" for the Location-Based approach. The dual reporting approach for Scope emissions enables the valuation of electricity purchases from renewable sources. The Group currently purchases approximately 19% of Guarantees of Origin (GO) on the entire supply. GOs are electronic certificates that officially certify the renewable origin of the purchased energy, ensuring traceability and contributing to corporate sustainability objectives.

As part of the reporting of other indirect emissions (Scope 3), it should be noted that in 2024, the applicable categories under the GHG Protocol were identified, and the disclosure process from previous years was completed. To supplement the data related to several categories not previously included, calculation models were developed for quantifying Scope 3 emissions under the GHG Protocol.

The above table shows Scope 3 emissions data referring to:

  • "Goods and services purchased" covers reporting of upstream emissions from the production of products purchased in the reporting year. Products include both goods (tangible products, including paper and ink) and services (intangible products). For the calculation of this category, the Spend Based method was combined with the Supplier Specific method. Specifically, supplier-specific emission factors were used for most paper volumes and purchased inks, ensuring greater accuracy in the analysis. For paper volumes purchased for which it was not possible to use the specific emission factor of the supplier, the quantification of emissions was carried out using emission factors derived from international databases (Ecoinvent v3.9). The valuation of emissions related to purchased services was carried out using the Spend-Based methodology, considering specific monetary emission factors (EEIO Factors – Eurostat);
  • "Capital goods" including upstream emissions from the production of capital goods in the reporting year. As required by the Reference Standard, the calculation of the category was carried out using the Spend Based methodology starting from the operating data in the Financial Statements and considering specific monetary emission factors (EEIO Factors - Eurostat);
  • "Fuel and energy-related activities (not included in Scope 1 and 2)" related to the consumption of electricity and other fuels for both locations and production hubs. Specifically, the share of upstream emissions related to fuels, transportation as well as power generation, distribution and grid losses was quantified using the Average Data Method (Emission Factors: UK Government GHG Conversion Factors for Company Reporting 2024 & 2021);
  • "Upstream transportation and distribution" refers to emissions from activities related to the transportation of purchased goods and the distribution of products sold by the Group. For the calculation of this category, the Distance Based methodology was adopted. For most paper volumes and purchased inks, specific transport data (distances traveled and quantities transported) were collected from suppliers, ensuring greater accuracy in the analysis. Emissions were then quantified using emission factors specific to the type of transportation adopted by each supplier (Emission Factors: UK Government GHG Conversion Factors for Company Reporting 2024);
  • "Waste generated in the performance of operations" includes emissions from the disposal and treatment of waste by third parties generated in activities owned or controlled by the reporting company in the reporting year. The Average Data Method was used to calculate this category, which

5 Scope 2 emissions are shown in tons of CO2; however, the percentage of methane and nitrous oxide has a negligible effect on the total greenhouse gas emissions (CO2 equivalent), as inferred from the relating technical literature.

involves estimating emissions based on the total waste allocated to each disposal method and applying average emission factors for each disposal method. (Emission factors: UK Government GHG Conversion Factors for Company Reporting 2024)

  • "Business travel" includes emissions related to the work trips of Group employees. For this category, the Distance Based Method was used, which involves multiplying the distance travelled by a specific emission factor depending on the means of transport used (Emission Factors: UK Government GHG Conversion Factors for Company Reporting 2024);
  • "Employee commuting" includes the emissions generated by employees' transportation between their home and the workplace. For the calculation, a Distance-Based approach was adopted, using data collected in the 2022-2025 Home-Work Commute Plan (PSCL). Specifically, the average distances traveled, the predominant means of transportation, and an average of approximately 252 working days per year were considered. A portion of the corporate population responded to the survey prepared for the PSCL. For the remaining share, emissions were estimated using the Average Data Method, which assumes emission behavior consistent with that observed from the sample participating in the survey (Emission Factors: UK Government GHG Conversion Factors for Company Reporting 2024);
  • "End-of-life treatment of products sold" concerning emissions from the end-of-life treatment of products sold. This category focuses on emissions generated during the disposal of products once they have reached the end of their life cycle. Emission quantification is carried out through the Waste Specific Method. Specifically, the total volumes of products sold were estimated by calculating the difference between the volumes of input resources and the volumes of materials disposed of as waste. The end-of-life disposal scenario to which the products sold are subjected was modeled based on the percentage distribution of urban waste management for 2023, as identified by the Urban Waste Report - 2024 Edition of ISPRA. Emissions were then quantified using treatment type-specific emission factors. (Emission factors: UK Government GHG Conversion Factors for Company Reporting 2024);
  • "Investments" includes emissions from financial activities held or managed by the Group. For the calculation of this category, the Average Data Method was used. This method estimates the Scope 1 and 2 emissions of the subsidiary by combining the subsidiary's industry sector, its turnover (expressed in €), and the ownership share using monetary emission factors (EEIO Factors - Eurostat), as outlined by the GHG Protocol.

The Group, with regard to the other Scope 3 indirect emission categories under the GHG Protocol, has conducted assessments to verify their applicability and relevance to its business model. As a result of these analyses, categories not shown in the table above were excluded from the current reporting because they were deemed not applicable, not relevant, or difficult to quantify, due primarily to the complexity of obtaining the necessary data. However, with a view to ongoing improvement, the reporting process will be gradually finetuned on an annual basis, including, where possible, any emission categories currently excluded.

It should be noted that the use of primary data for calculating Scope 3 emissions, as indicated in the previous paragraphs, has been limited to certain emission categories. As a result, emissions calculated based on primary data represent approximately 27% of the total Scope 3 emissions.

Biogenic CO₂ emissions related to Scope 1 and 2 are not applicable, as the Group does not use biomass, biofuels, biogas, or other bioenergy sources. Similarly, for indirect Scope 3 emissions, the reported categories do not include emission sources related to the biodegradation of biomass or the use of fuels of biogenic origin.

E1-7 - GHG removals and GHG mitigation projects financed through carbon credits

Along with the implementation of initiatives to reduce GHG emissions, the RCS Group purchases certified carbon avoidance credits to specifically offset GHG emissions from some of the major events it organizes. In

2024, the following events obtained "Carbon Neutral" certification were: Milano Marathon, Festival Pianeta 2030, and Cook Fest described below:

"Milano Marathon": thanks to the involvement of ClimatePartner, alongside RCS Sports & Events, the Milano Marathon obtained "Carbon Neutral" certification for the third year: CO2 emissions equal to approximately 269.5 tons produced by the event were offset with activities carried out both on the same days of the event (separate waste collection, upcycle of plastics, use of energy from renewable sources) and afterwards through the purchase of carbon credits to finance emission reduction projects. Specifically, in 2024, projects to expand renewable energy production in Asia and India, as well as projects enabling local women to purchase clean energy products, such as solar lamps and water filters, were funded under the offset. Furthermore, for every ton of CO2 saved by contributing to a certified climate protection project, a financial aid will be allocated to the redevelopment of certain areas in Parco Campo dei Fiori (Varese), helping to restore forest ecosystems devastated by a storm in 2020.

"Festival Pianeta 2030": CO2 emissions of approximately 141 tons generated by the event were offset through the purchase of carbon credits to support projects aimed at protecting over 200,000 hectares of dry forest in Kenya. In addition to its impact on the climate and the community, the project also protects wildlife.

"Cook Fest": the CO2 emissions of approximately 115 tons produced during the event (4-6 October 2024, in Milan) were offset by purchasing carbon credits to reduce food waste in Mexico and support people in vulnerable and difficult conditions in accessing food resources. This project has both a social and environmental impact, as it prevents food from ending up in landfills, thereby reducing the greenhouse gas emissions associated with waste decomposition and the production of new food.

E1-7 - GHG removals and GHG mitigation projects financed through carbon credits
Carbon credits cancelled in the reporting year 2024
Total 525.5
RA 62. a) Share of emission reduction projects 100%
RA 62. a) Share of emission absorption projects 0%
Reference standard: Gold Standard (%) 51%
Reference standard: CSA Group (%) 22%
Reference standard: Verified Carbon Standard (VCS) (%) 27%
RA 62. d) Share issued from projects in the EU 24%
RA 62. e) Share of carbon credits that qualifies as a
corresponding adjustment under Article. 6 of the Paris
Agreement 0%
RA 62. c) Percentage of recognized quality standards 0%

ESRS E4 - Biodiversity and ecosystems

Strategy

E4-1 - Transition plan and consideration of biodiversity and ecosystems in strategy and business model

To date, the Group has not conducted a structured resilience analysis regarding its strategy and business model in relation to physical, transitional, and systemic risks related to biodiversity and ecosystems. This is partly due to the fact that no material risk factors have been identified in relation to these cases, as discussed in the following section.

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

In the context of ESRS Principle E4 - Biodiversity and Ecosystems, the impacts, risks, and opportunities that were deemed material as a result of the double materiality process are listed below:

  • ✓ Direct impact drivers on biodiversity loss (Land, freshwater and sea use change):
  • Potential Negative Impact: changes in biodiversity and natural ecosystems and/or severe degradation related to the activities of the organization or third parties (e.g., deforestation).

This impact was deemed significant with regard to the upstream value chain considering the Group's own printing activity which, requiring a substantial paper supply, could produce effects with regard to the issue of deforestation in biodiversity-sensitive areas.

The Group has not identified any material negative impacts regarding land degradation, desertification, or soil sealing, and believes that its operations do not have significant effects on threatened species.

Impact, risk and opportunity management

ESRS 2 IRO-1 - Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities

Regarding the description of processes for identifying and assessing material impacts, risks, and opportunities related to biodiversity and ecosystems, reference is made to the description in paragraph "Management of Impacts, Risks, and Opportunities" contained in "ESRS 2 - General Information".

While some of the Group's minor locations in Italy and Spain are found near biodiversity-protected areas, the Group's activities in these areas are not considered to have significant impacts on them related to the degradation of natural habitats and species.

The Group has concluded that it does not need to implement mitigation measures under Directives 2009/147/EC, 92/43/EEC, 2011/92/EU, or other national provisions or international standards related to the preservation of protected species and natural and semi-natural habitats.

E4-2 - Policies related to biodiversity and ecosystems

To date, the Group does not have a formalized policy in place regarding the management of its impacts and dependencies related to biodiversity and ecosystems, which may occur or may affect the management of its own operations or the Group's value chain, or other aspects related to these topics such as product or component traceability.

In this context, consistent with its Sustainability Policy, the Group is committed to monitoring its activities with high environmental impact, with particular focus on production activities and the supply chain.

E4-3 - Actions and resources related to biodiversity and ecosystems

The Group uses mainly Italian and European paper suppliers who demonstrate their ongoing commitment to the environment through certifications of eco-friendly production processes, such as ISO 14001 certification, EMAS - Eco Management and Audit Scheme registration, and "Ecolabel" certifications, which can be consulted on their websites. These suppliers are also active in global reforestation programs and initiatives.

In 2023, Unidad Editorial Group became the first Spanish daily newspaper publishing group nationwide to earn the PEFC (Programme for the Environment of Forest Certification) seal for its print publications. In 2024,

in line with the 2024-2026 Sustainability Plan objective, Unidad Editorial Group titles continued using the PEFC logo by tracking and monitoring their supply chain to ensure the use of PEFC-certified suppliers.

In Italy, as part of the activities of the 2024-2026 Sustainability Plan, a feasibility analysis was conducted for the use of the PEFC logo on RCS Group magazine titles. This analysis led to the development of an operational procedure for managing PEFC-certified paper, aimed at identifying tasks and responsibilities in tracking the paper's chain of custody. The first step in this process was to confirm that paper mills and printers were certified. Once confirmation was obtained, the management process for tracking documents related to paper purchasing, delivery, and printing activities was defined, with the goal of marking these papers with the PEFC logo. This activity indirectly involves the upstream value chain, as the use of this logo ensures that the RCS Group's Italian and Spanish magazines, as well as Spanish dailies, comply with traceability and sustainability requirements along the supply chain, certifying that the materials used (in this case, paper) come from responsibly managed sources.

At present, Italian magazines have both PEFC-certified and non-PEFC-certified paper in stock at printers. Therefore, only when the non-PEFC stock is depleted - expected by first half 2025 - will printers be able to use the PEFC logo on the RCS Group's Italian magazines. At the same time, the possibility of extending the use of the PEFC logo to the Cairo Group magazines is being assessed.

In 2024, the Group did not resort to offset projects concerning biodiversity, nor did it conduct analyses to integrate local knowledge on the nature of biodiversity-related actions.

The implementation of the above actions did not involve significant operating or capital expenditure.

Metrics and targets

E4-4 - Targets related to biodiversity and ecosystems

The Group does not have measurable quantitative targets in place related to Biodiversity Protection, but verifies the implementation of the actions mentioned above by monitoring paper procurement as part of the paper purchasing process and periodic verification of printers through access to the register of PEFC certified companies. In this regard, part of the planned actions within the 2024-2026 Sustainability Plan include maintenance of PEFC certifications, as outlined in the previous paragraph, in both Italy and Spain, as well as the assessment of a possible extension to the Cairo Group magazines.

The objective in the Group's 2024-2026 Sustainability Plan aims to minimize the effect that the Group's activities may have on deforestation due to paper sourcing. This objective was defined without specific regard to the potential impact on biodiversity and ecosystems, which was identified during the Impact Materiality assessment, but is indirectly related to it.

No ecological thresholds were applied in setting the target described, it is not based on the global post-2020 biodiversity framework, on the relevant aspects of the European Union Biodiversity Strategy 2030, or other national biodiversity and ecosystem policies and legislation, and no offsets were used.

ESRS E5 - Resource use and circular economy

Impact, risk and opportunity management

ESRS 2 IRO-1 - Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities

Regarding the description of processes for identifying and assessing material impacts, risks, and opportunities related to resource use and the circular economy, reference is made to the description in paragraph "Management of Impacts, Risks, and Opportunities" contained in "ESRS 2 - General Information".

E5-1 - Policies related to resource use and circular economy

The Sustainability Policy does not directly address the gradual phase-out of virgin resources, including the resulting increase in the use of secondary (recycled) resources, or the sustainable sourcing and use of renewable resources. However, it does reference a guideline, also outlined in the Code of Ethics, which aims to promote environmentally-responsible purchasing policies, including a focus on waste reduction. As part of the Policy, the Group is committed to evaluating and controlling environmental impacts by monitoring its activities with significant environmental effects, particularly focusing on production activities and the supply chain. See paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this sustainability statement for more details on the scope of application of the Sustainability Policy and the related responsibilities.

The most common raw material used by the Group is paper, which is purchased centrally both for its own production sites and for third-party production sites, in Italy and Spain.

As already outlined in "ESRS E4 - Biodiversity and Ecosystems", the Group uses leading Italian and European paper suppliers who prove their commitment to the environment through certifications of an eco-friendly production process using mainly recycled-based paper and pulp, as well as being active in global reforestation programs and initiatives. The other raw material used by the Group is printing ink for editorial products, and the supplier is one of the world's leading manufacturers of printing inks, committed to promoting sustainable solutions.

For waste management, within the context of resource use, the Group is committed to operating in accordance with local regulations. Production sites deliver their waste to specialized and authorized companies for recovery or disposal. The disposal method is determined by the disposal firm and the EWC waste code. The most significant type of waste is paper, which has seen significant reductions in consumption over the years due to the decrease in volumes (print run and number of pages).

E5-2 - Actions and resources in relation to resource use and circular economy

Regarding actions and resources in relation to the use of PEFC-certified paper, see the previous chapter "ESRS E4 - Biodiversity and Ecosystems".

Regarding the use of paper in offices, it should be noted that the MediaGreen Project was implemented in the Group's main locations in Italy, starting in 2022, with the goal of raising employees' awareness about reducing paper waste and promoting conscious use of printed materials.

Additionally, the production cycle of paper raw material itself serves as a virtuous example of the circular economy: unsold copies returned to the publisher are recovered through sale to specialized pulpers selected from leading suppliers in the industry. These pulpers provide new life to the paper product, which is reused in the paper industry's production process.

Additionally, in 2023 Unidad Editorial launched the "Reciclos" project to recycle plastic cans and bottles. This project involved the installation, in collaboration with a specialized company, of a compactor for the recovery of cans and bottles at the site on Avenida de San Luis. The initiative has been well received, thanks in part to a bonus system offered to employees by that company for agreed services and products in exchange for the

delivery of cans and bottles. The initiative continued through 2024. A similar initiative was continued at La7 in Italy, where each location features a PET container recycling machine as part of the "bottle to bottle" project. The implementation of the above actions did not involve significant operating or capital expenditure.

Metrics and targets

E5-3 - Targets related to resource use and circular economy

While the Group does not have measurable quantitative targets in place related to resource use and circular economy with regard to resource inflows and outflows, it continues to monitor the effectiveness of the policies and actions of the 2024-2026 Sustainability Plan, such as maintaining PEFC certifications and gradually increasing electricity from renewable sources as outlined in the previous paragraph. This objective aligns with the indications in the Sustainability Policy regarding the use of the most innovative technologies to optimize energy and natural resource usage. It also supports the enhancement of a culture of eco-sustainability and the promotion of environmentally-responsible purchasing policies, with a particular focus on waste reduction.

E5-4 - Resource inflows

E5-4 - Resource inflows
amounts in t
Materials Total weight 31. a) Of
which
technical
materials
Of which biological materials 31. c) Of which
secondary
components re-used
or recycled
31. c) Of which
secondary
intermediary
products
31. c) Of which
secondary
materials
Total weight 31. a) Total weight Of which from
a certified
sustainable
supply chain
% Total
weight
% Total
weight
% Total
weight
%
Paper (office) - Offices 44.3 - 44.28 - - - - -
-
4.37 9.9%
Paper - Production sites 76,268.5 - 76,268.45 - - - - -
-
6,712.33 8.8%
Ink 614.1 614.06 - - - - - -
-
- -
Plates 187.1 187.12 - - - - - -
-
- -
Additives 49.7 49.65 - - - - - -
-
- -
Metal wire 5.7 5.67 - - - - - -
-
- -
Solvents 26.0 26.02 - - - - - -
-
- -
Other chemicals 3.1 3.09 - - - - - -
-
- -
Rubber 0.7 0.68 - - - - - -
-
- -
Blanket washers 47.9 47.87 - - - - - -
-
- -
Adhesive tape 1.7 1.65 - - - - - -
-
- -
Plastic strap 6.6 6.64 - - - - - -
-
- -
Cellophane 26.6 26.59 - - - - - -
-
- -
Thermal paper 14.9 14.92 - - - - - -
-
- -
Inkjet marking 0.0 0.03 - - - - - -
-
- -
Total 77,296.7 983.99 76,312.73 - - - - -
-
6,716.7 8.7%

E5-5 - Resource outflows

Production sites

Hazardous waste includes mainly ink sludge and chemical materials for plate development. Production waste is recovered and managed within the pulping process.

Data relevant to waste generation and disposal are collected from the Waste Identification Form (WIF).

Locations and offices

Data concerning waste production and disposal, as far as Italy is concerned, refer to the Group's main locations (Milan via Rizzoli, Milan via Solferino, Rome via Campania, and Rome via Novaro/via Durazzo), where the Group has direct management of its waste. For locations where primary data could not be collected, waste generation was estimated using a generation index per square meter per year derived from the relevant technical literature.

The figure on waste paper from Spain was not included as it is managed directly by the distributor. Quantities are taken from the loading and unloading register.

Regarding Unidad Editorial, waste is classified at source, separated by waste type (hazardous/non-hazardous).

The reported waste data reflects those generated by the activities of the San Luis offices, with information obtained through waste management companies that certify the type and percentage of recycling.

E5-5 - Resource outflows (37.)
amounts in t
Subtracted from disposal
37. b) Total 25,054.0
37. b) Hazardous waste 42.1
37. b) i. Preparation for re-use -
37. b) (ii). Recycling 4.4
37. b) iii. Other recovery operations 37.8
37. b) Non-hazardous waste 25,011.8
37. b) i. Preparation for re-use -
37. b) (ii). Recycling 16,749.9
37. b) iii. Other recovery operations 8,261.9
Directed to disposal
37. c) Total 377.5
37. c) Hazardous waste 56.7
37. c) i. Incineration -
37. c) (ii). Landfill disposal 56.4
37. c) iii. Other disposal operations 0.3
37. c) Non-hazardous waste 320.8
37. c) i. Incineration 12.8
37. c) (ii). Landfill disposal 285.6
37. c) iii. Other disposal operations 22.4
37. d) Non-recycled waste 377.5
37. d) Percentage of non-recycled waste 1.5%
37. a) Total waste 25,431.4

E5-5 - Resource outflows (38., 39., RA28, 40.,) - waste

amounts in t

39. Total amount of hazardous waste 98,9

Social Information

ESRS S1 - Own workforce

Strategy

ESRS 2 SBM-2 - Interests and views of stakeholders

Regarding the description of interests and views of own workers, reference is made to the description in paragraph "SBM-2 Interests and views of stakeholders" contained in "ESRS 2 - General Information".

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

At 31 December 2024, the Group consists of 3,810 employees, who may be exposed to the various impacts, risks, and opportunities listed below. Almost all of them are employed on permanent, full-time contracts. For more information about the composition of the workforce, see "S1-6 Characteristics of the undertaking's employees" below.

In the context of ESRS S1 Principle - Own Workforce, the impacts, risks, and opportunities that were deemed material as a result of the double materiality process are listed below:

Equal treatment and opportunities for all

  • Measures against violence and harassment in the workplace
  • Current Positive Impact: improvement of interpersonal relations by promoting a climate of respect and implementing internal channels for reporting any acts of discrimination/mobbing/harassment;
  • Employment and inclusion of persons with disabilities
  • Current Positive Impact: respect for diversity and promoting an inclusive corporate climate through company activities and initiatives that counter discrimination;
  • Training and skills development
  • Current Positive Impact: improvement of workers' skills through training and professional development activities, including those linked to growth objectives;
  • Gender equality and equal pay for work of equal value
  • Potential Negative Impact: potential gender discrimination of workers with regard to remuneration.
  • Diversity
  • Potential Negative Impact: negative impacts on employee satisfaction and motivation due to discrimination or other non-inclusive practices related to gender, age, ethnicity, etc.

Working conditions

  • Working hours
  • Current Positive Impact: improvement of the organizational structure resulting in a dynamic and stimulating work environment for workers;
  • Health and safety
  • Current Negative Impact: accidents or other incidents in the workplace that negatively affect the health of workers;
  • Adequate Wages
  • Potential Negative Impact: misalignment and/or gap with workers' growth expectations including in terms

of remuneration

  • Work-life balance
  • Potential Negative Impact: misalignment and/or gap with workers' wellbeing expectations, resulting in a negative impact on worker satisfaction;
  • Risk: Loss or low appeal of human resources with skills in strategic areas due partly to rising expectations from digital and information technology workers regarding well-being and work-life balance
  • Secure employment
  • Potential Negative Impact: worker dissatisfaction related to employability, retraining, and lack of reemployment opportunities (internal mobility management)
  • Social dialogue, freedom of association, existence of works councils and workers' rights to information, consultation and participation, collective bargaining, including the percentage of workers covered by collective agreements
  • Potential Negative Impact: relations with social counterparts with negative repercussions for workers in terms of working conditions and freedom of association.

In the Double Materiality analysis, the opportunity for improvement in employee satisfaction - such as through the development of training programs plans - were found as being significant, with positive repercussions on performance quality and productivity.

Other work-related rights

  • Privacy
  • Potential Negative Impact: violations of applicable laws and failure to implement optimal data management procedures to the detriment of worker privacy
  • Child labour and forced labour
  • Potential Negative Impact: violation of human rights within the company, such as the right to freedom of association and collective bargaining, child labour, forced or compulsory labour.

Material impacts are not related to specific incidents or particular categories, and risks and opportunities refer to the entire workforce.

A description of the positive impacts is provided in the following section "S1-4 - Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions".

Additionally, there were no impacts arising from transition plans as the Group currently does not have a Transition Plan.

The type of activity and the management procedures chosen by the Group, including the countries where most of its activities are carried out, are not considered to make risks related to forced labour or compulsory labour or child labour particularly material in personnel management.

Impact, risk and opportunity management

S1-1 - Policies related to own workforce

In addition to the Sustainability Policy, the personnel management policies are also set out in the Code of Ethics of the Group, and aim to guarantee its employees and associates respect for human dignity and to ensure working conditions that do not involve exploitation or danger.

See the paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this Sustainability Reporting for more details on the scope of application of the policies and the related responsibilities.

Discriminatory attitudes on the grounds of race, religious beliefs, political opinions, nationality, gender, sexual orientation, health status or any other unjustified reason on the basis of an objective and reasonable criterion are condemned and countered. In its decisions regarding the selection, evaluation and enhancement of its employees and associates, the Group is led by the consideration of the professional and personal qualities of the individual. The Code of Ethics also requires the Group to maintain proper relations with trade unions, free from discrimination and influence.

With regard to Human Rights, as outlined in the Sustainability Policy and the Code of Ethics, the Group is committed to respecting and promoting the protection of fundamental human rights. The Group's conduct is guided by key international references, in accordance with which it is prepared, including the United Nations International Charter on Human Rights, the United Nations Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) conventions, and the OECD Guidelines for Multinational Enterprises. It also opposes all forms of exploitation of workers, including child labour, forced or compulsory labour, as well as any form of psychological or physical abuse or coercion against its workers. It firmly condemns the trafficking and exploitation of human beings in all its forms. Additionally, in line with the provisions of the Charter of Journalists' Duties and the Code of Ethics of Journalistic Activity, the Group, when disseminating information and news to the public, acts with respect for human rights and ensures the necessary protection of minors.

As part of its policies aimed at eliminating discrimination, including harassment, and promoting equal opportunity and solutions in support of diversity and inclusion, the RCS Group has established the Diversity & Inclusion Charter of Values. This landmark document addresses topics such as upholding the values of diversity and inclusion, equality and the protection of rights, intergenerational exchange, and overcoming stereotypes related to culture, gender, age, sexual orientation, ethnicity, disability, health status, political opinion, or religious faith. The Charter of Values was disseminated to RCS Group employees in both Italy and Spain through publication on the company intranet. Additionally, the RCS Group has a gender representation policy for panel and roundtable discussions, which aims to ensure equitable gender representation in forums organized or sponsored by the organization.

The methods of implementation and control are also regulated within the Code of Ethics. Reports of behaviour that does not comply with the Code of Ethics fall within the scope of the Whistleblowing Procedure adopted and explained in "ESRS G1 Business Conduct", paragraph "G1-1 Business conduct policies and corporate culture". For RCS, the "Workplace Harassment Prevention and Management Model" is also included. The approach to the engagement of own workers and measures to remediate negative impacts are described in the following paragraphs of this chapter.

The company applies policies and practices for accident prevention and management in line with applicable national legislation, as described in the section "Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions".

S1-2 - Processes for engaging with own workers and workers' representatives about impacts

The Group involves its employees through:

  • training sessions;
  • corporate intranet containing link to press releases, company news;
  • involvement in cross-functional working groups on specific company projects;
  • Focus Groups, Surveys, discussions and negotiations with the Editorial Committees and the Trade Union Representatives, teams meetings with employees.

The functions with operational responsibility for ensuring worker engagement are the Human Resources functions of the Group companies in Italy and Spain.

The dialogue with social partners is an inspirational element for finding fitting answers to complex issues that often need to be addressed and solved in a matter of hours in order not to slow down operations.

The dialogue with social partners enables the company and its workers to partake in the negotiation and consultation rights established by law. Dialogue is achieved through regular interaction with workers (the frequency of contact is determined by the different topics that may arise over the years, with at least ten meetings per year) through representative bodies such as works councils. In the current scenario, relations with trade unions play a rather significant role, in order to constantly and preemptively communicate those activity issues that may impact on workers.

S1-3 - Processes to remediate negative impacts and channels for own workers to raise concerns

.

As part of personnel management activities, the relevant national labour laws and collective labour agreements are applied. From an internal point of view, the Code of Ethics, the Sustainability Policy, the corporate policies and procedures applied and the negotiations with trade unions represent a crucial point of reference in personnel management.

In order to receive from workers any reports on the application of company provisions, the Code of Ethics envisages specific communication channels, found within the company intranet or corporate website, as governed by the Whistleblowing Procedure (similar for the Cairo Group and the RCS Group), outlined in "ESRS G1 Business Conduct" paragraph "G1-1 Business conduct policies and corporate culture". This procedure was integrated at RCS with the Workplace Harassment Prevention and Management Model in order to strengthen the Group's prevention tools.

Additionally, personnel management activities revolve around regular meetings held with managers, individual workers and trade union representatives, which become formal occasions for collecting information and various kinds of reports (management, organizational, process, administrative, skills development and training, etc.).

For the description of processes to address negative impacts, see the next paragraph, specifying that the application of these processes excludes potential negative impacts, as no such impacts occurred during the reporting year.

S1-4 - Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

The Group, in order to prevent, mitigate, and remediate potential negative impacts and to generate positive impacts for its employees, implements a strategy aimed at enhancing human capital, overseeing and developing the necessary skills with a focus on processes and the growth of professional expertise and roles, and fostering a corporate environment of collaboration and participation.

This strategy implemented over the reporting period followed the main lines below:

  • productivity optimization, to ensure the safety and competitiveness of the Group in its markets of operation;
  • safeguarding and development of skills, a prerequisite for guaranteeing the achievement of business objectives and the high quality level of the Group's products and services;
  • development of relations with social partners, for guaranteeing the necessary internal social cohesion and the focus on the economic and business objectives of the Group.

In Italy, this strategy was implemented at RCS through a range of activities carried out by the Human Resources and Organization Department and the managers at the head of organizational structures, such as the reshaping of a more agile and flexible organization, a streamlined organizational structure and hierarchical levels, and the redefinition of the activities of the various units (also following the insourcing of activities that were previously carried externally).

Within the Cairo Group, the advertising agency CAIRORCS Media continued its efforts to develop and optimize the organizational structure aimed at supporting digital advertising sales. The same approach was also adopted at the editorial level. At La7, the development of digital activities progressed, with the hiring of qualified resources and the implementation of training programs aimed at fostering a digital culture within various company functions. Cairo Editore also completed its digital project, which involved enriching the editorial offerings for certain "vertical" publications (Bell'Italia and Gardenia) and extending the digital presence of the Cataloghi dell'Arte Moderna, thanks in part to specific digital training programs.

Regarding pay equality and salary adequacy, the Group follows remuneration policies that proactively address these topics. These policies achieve the following purposes:

  • the set of policies used and applied must be consistent with the company values;
  • direction of organizational behaviour: remuneration is a tool for influencing organizational behaviour, directing it towards the aims and objectives of the company strategy;
  • consistency with the level of professional expertise, in order to meet the needs of internal equity;
  • connection with the realities of the labour market, in order to align remuneration, as much as possible, with the market trend and to balance it vis à vis the level of peer companies.

The remuneration of human resources may consist of a fixed and a variable component and the amount is determined based on the relevance of the management and organizational role of the position held by the employee and the skills acquired.

In view of the dynamics of the Group's payroll costs, the objective of maintaining employment levels, and the ongoing uncertainty in the target markets, due partly to the conflict in Ukraine, instability in the Middle East, the rise in raw material costs over the past few years, and a possible introduction of tariffs and restrictions on international trade, a substantial freeze on pay adjustments has been planned. This applies to both fixed and variable pay, in keeping with previous periods.

The objectives mentioned above were achieved through the recruitment of resources with skills aligned with the Group's innovation, communication, and digitalization challenges. Additionally, the Group implemented policies to enhance mobility and internal promotion, utilizing these as opportunities and tools for resource growth, while also addressing the needs arising from insourcing activities, organizational changes, process updates, and staff turnover.

Another important oversight for the Group is the protection of workplace health and safety, which is ensured through the maintenance of high standards in terms of prevention and protection, and by adopting an informed approach to the risks present in work activities, supported by a "culture of safety" developed over time. These results are achieved through the constant efforts of the individuals in charge, with the active involvement of the production chain, which includes workers, associates, and partner companies.

Training plans, aimed at the company's population and tailored to specific needs, help employees properly approach daily activities and address the associated risks with the necessary preparedness.

The Group maintains constant oversight of safety topics through its Prevention and Protection Services, which ensure monitoring of the risk factors present in work activities and the implementation of necessary prevention measures. The risk factors present in the Group can be classified into five distinct macro-areas of activity, each with its specific characteristics:

  • activities carried out in the office environment, with the use of workstations that meet legal requirements in terms of ergonomics, lighting, and air conditioning; the use of tools and equipment, such as PCs, printers, and photocopiers, in accordance with established standards;
  • publishing activities (journalists/editors), subject to both the risks arising from office activity and outside activity;
  • printing activities, carried out in an industrial setting, with risks arising from the use of machines and equipment, material handling, and night work;
  • supervision and organization of events and shows, not limited to sports, which present risks associated with the presence in construction areas, outdoor environments, and frequent travel;
  • production activities at TV studios either directly by the broadcaster or entrusted to external production

companies.

Timely risk mapping enables the definition and implementation of structural, organizational and training measures for maintaining high levels of safety.

Law 215 of 2021 places great emphasis on the role of the "Financial Reporting Manager", defining their duties and responsibilities in a timely manner, and recognizing them as a "key" figure, alongside the "Manager" in overseeing the prevention and protection measures defined by the company. The Group designates these figures within its organizational structure and equips them with the tools and skills required for the role through specific training plans.

The Group keeps the total staffing of these figures constantly updated in case of turnover, mobility, resignation, or hiring.

The Prevention and Protection Services are made up of professionals with significant experience in managing health and safety aspects in complex organizations.

For RCS Group and Cairo Group (excluding La7 S.p.A.), the Prevention and Protection Service is managed internally and operates across the companies and divisions of the Group, ensuring consistency and uniformity in the methodological approach to this subject, in line with the Group's regulations and policies. Due to the unique nature of television operations, La7 S.p.A. has a dedicated function to manage health and safety matters, and the Prevention and Protection Service is assigned to a specialized operator.

An accident management system that complies with ISO 45001 - Occupational Health and Safety is also in place.

When needed, the Prevention and Protection Service collaborates with specialized companies and external professionals to manage particularly complex activities that require specialized professional skills, especially in production facilities and during large events open to the public.

A process for sharing information about activities and events that may impact Occupational Health and Safety is in place within the Group, through periodic meetings between company departments, with the involvement of the Prevention and Protection Services and Health Management, to identify the correct approach and ensure prevention and protection measures remain in line with organizational changes. In some cases, the involvement of Workers' Safety Representatives for consultation purposes is envisaged.

Additionally, the Group has formalized the Anomalies and Near Misses Management Procedure for the Italian locations (where the companies of the RCS Group and the Cairo Group operate, except for La7), which aims to define the operational procedures and responsibilities for managing undesirable events (near misses and anomalies) to identify and implement appropriate precautionary measures, minimizing the probability of such events.

In Spain, various assessments related to psychosocial risks have been activated in the field of work risk prevention, health and welfare under current legislation.

Regarding the processes to remediate accidents, these are defined by the accident management system.

In reference to the potential negative impact, "Violation of applicable legislation and failure to apply optimal data management procedures to the detriment of workers' privacy", it is understood that the expectation of privacy protection and personal data safeguarding is in place, albeit in a reduced form, even in the workplace context. In this regard, the respect for these fundamental rights of employees is ensured through a series of organizational and documentary processes, applying the principle of accountability, or proactive responsibility, of the data controller, in compliance with legislation protecting workers' personal data. Specifically, the main oversights implemented are as follows:

  • a privacy disclosure is in place on the processing of employees' personal data, which includes a complete description of the processing activities carried out, the purposes, the sources of the data, the applicable legal bases, data transfers, recipients, and rights to be exercised (and all the elements provided for in Articles 12, 13, and 14 of the GDPR);
  • RCS Group companies and Cairo Communication S.p.A. (with other companies adhering to the model) have adopted internal procedures that, on the one hand, (1) ensure the management of requests from employees to exercise their rights, and on the other hand, (2) describe how the company thoroughly analyzes and complies with the applicable regulations referred to above from the design stage of any new corporate initiative that may affect the protection of employees' personal data, detailing its characteristics

in a formal document called the "Data Protection Impact Assessment" (procedures on the conduct of DPIAs and the application of the principles of privacy by design and by default);

  • regarding work activities involving the processing of personal data, employees are trained and instructed on compliance with the main principles required by the legislation on personal data protection, with particular attention to raising awareness and applying criteria of reasonableness and caution in carrying out the activities in question. These actions have a positive effect that also reflects on the personal data processing activities of the Company's employees;
  • the Cairo Group and the RCS Group have prepared and distributed to employees the regulation on the "Use and management of IT resources" to instruct employees on the use of computer systems (only for corporate purposes), with positive effects on awareness, cybersecurity, and the potential scope of data breaches, which is obviously restricted;

In Italy, a Privacy Committee is periodically held to address the main issues related to the protection of personal data in the company, including topics related to employees. Any topics that may impact employees are also addressed there. In Spain, the Privacy Committee will be established in 2025 and coordination and review meetings on privacy topics will be held.

As part of the activities revolving around the 2024-2026 Sustainability Plan, actions aimed at RCS Group employees were implemented in 2024, with the main initiatives listed below:

  • Developing a culture of Diversity & Inclusion and corporate well-being initiatives
      1. at RCS, certain activities have been initiated to define a series of internal procedures and practices, as outlined in the previous paragraph, such as primarily the integration of the Whistleblowing Procedure with the Workplace Harassment Prevention and Management Model. Additionally, the document for equitable gender representation in panels and round tables within events and initiatives organized by the RCS Group was defined;
      1. at RCS, the Charter of Values for Diversity & Inclusion, as outlined in the previous paragraph, was also established;
      1. Unidad Editorial continued the "Planes de igualdad" which include a series of measures aimed at ensuring equal opportunities for women and men in various areas of work, such as selection, promotion, training, working conditions, and safety. In addition, measures such as the protocol to prevent harassment based on sexual orientation or gender identity, training and communication to increase staff awareness of these topics, and a program to promote work-life balance and coresponsibility between personal, family, and professional life were implemented;
      1. at RCS, a Welfare Plan 2024, a tool that meets with the consensus of workers, was shared with union representatives, laying the groundwork for future evaluations regarding the continuation of the Welfare Plan;
      1. at La7, the possibility for each employee to convert their accrued performance bonus into tax-free services available on a specific platform was defined for welfare purposes through a union agreement;
      1. Unidad Editorial has renewed its partnership with Healthy Cities through a program that encourages employees to take six thousand steps daily, while also raising awareness of increasingly sustainable mobility;
      1. Unidad Editorial has provided a dedicated space for its employees to attend physical therapy sessions and has launched the "Postural Ergonomics" and "Eye" campaigns;
      1. an Anomaly and Near Miss Management Procedure was issued for the Italian locations of the Group, as described above.
  • Enhancing talents and professional growth of employees
      1. at RCS, the course "Agenda 2030 and the Sustainable Development Goals", which started in 2023, continued in 2024 through the e-learning platform. A total of 768 people participated in this training in 2024;

    1. at RCS, the course "The Basics of Inclusive Language", conducted by an expert instructor, was launched via an e-learning platform. At 31 December 2024, 616 individuals had benefited from this training;
    1. at RCS, on 20 September, a training session on Cognitive Bias was held, involving approximately twenty managers from various business areas. The training aimed to raise awareness about cognitive bias, with a specific focus on gender stereotypes;
    1. at RCS, the training plan outlined in the June 2023 union agreement, covering topics such as Digital Marketing, IT development languages and programming, foreign languages, and Office Automation, was completed;
    1. at La7, the training plan was implemented, as defined by the union agreement, which included courses dedicated to digital development ("Innovation and Future") as well as interventions on soft skills, IT, languages, security, and legal areas;
    1. at CAIRORCS Media, the training plan provided by union agreements, relating to foreign language and computer skills topics, was completed;
    1. at Cairo Editore, the training plan, as defined by the union agreement, was implemented, covering courses in computer science, linguistics, social issues, copyright law, and privacy;
    1. for the RCS Group, the 2025-2026 training plan was formalized, covering mainly health and safety, whistleblowing, and artificial intelligence topics, and ESG topics;
    1. the 2025-2026 training plan was defined for Cairo Group companies, which includes courses in keeping with those carried out in 2024;
    1. in Spain, the 2024-2025 Training Plan was formalized, which includes both online and in-person training sessions on sustainability and circular economy topics.

These initiatives are aimed at improving employee satisfaction, which in turn positively affects performance quality and productivity.

The Group, for actions or initiatives put in place to implement the strategy, ensures that its practices do not cause or contribute to material negative impacts on the workforce through safeguarding workers' rights, preventing risks, and ensuring the welfare and safety of workers. The Human Resources Departments of the various Group companies are responsible for verifying the implementation of these actions by monitoring them to ensure consistency with the underlying objectives and effectiveness in minimizing risks, mitigating negative impacts, and enhancing positive effects.

The implementation of the above actions did not involve significant operating or capital expenditure.

Metrics and targets

S1-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

The Group has always aimed to reduce occupational accidents to the point of eliminating them entirely. To achieve this, it is essential to conduct a thorough investigation into the causes of any accidents, as this provides valuable insights for implementing timely corrective measures and actions.

While the Group does not have measurable quantitative targets in place, it remains committed to maintaining a constant and high level of focus on issues related to diversity and skills development identified in the 2024- 2026 Sustainability Plan, reinforcing its commitment through ongoing monitoring and the implementation of awareness and training initiatives on Diversity & Inclusion topics. It also creates dedicated training programs that cater to employees' needs, addressing the challenges the Group faces in terms of innovation, communication, and digitization. See "SBM-1 Strategy, Business Model, and Value Chain" for details on how to set qualitative targets.

Below are the Group's headcount figures at 31 December 2024.

S1-6 - Characteristics of the undertaking's employees

S1-6 - Characteristics of the undertaking's employees (50. a, 50. b, 52.))
Women Men Other Not disclosed Total
50.a)) Total employees 1,727 2,083 - - 3,810
Italy 1,205 1,482 - - 2,687
Spain 501 591 - - 1,092
Other Countries 21 10 - - 31
50.b)) Permanent employees 1,653 2,008 - - 3,661
Italy 1,136 1,412 - - 2,548
Spain 498 590 - - 1,088
Other Countries 19 6 - - 25
50. b)) Fixed-term employees 7 4 7 5 - - 149
Italy 69 70 - - 139
Spain 3 1 - - 4
Other Countries 2 4 - - 6
50.b)) Non-guaranteed hours employees - - - - -
Italy - - - - -
Spain - - - - -
Other Countries - - - - -
S1-6 - Characteristics of the undertaking's employees (50. c)
Number of employees 3,810
50. c) Number of terminated employees 313
50. c) Employee turnover rate 8.2%

S1-8 - Collective bargaining coverage and social dialogue

S1-8 - Collective bargaining coverage and social dialogue (60. a, 63. a)
Number of employees covered by collective bargaining agreements 3,700
Number of employees 3,810
60. a) Percentage of its total employees covered by collective bargaining agreements 97.1%
Number of employees covered by workers' representatives 3,735
Number of employees 3,810
63. a) Coverage of social dialogue 98.0%
S1-8 - Collective bargaining coverage and social dialogue (RA 70., 60. b, 60. c, 63.a)
Collective bargaining coverage Social Dialogue
Coverage rate 60. b) Employees - EEA (for
countries with >50 empl.
representing >10% total empl)
63. a) Workplace
representation (EEA only) (for
countries with >50 empl.
representing >10% total empl)
0-19%
20-39%
40-59%
60-79%

80-100% Italy and Spain Italy and Spain

Details of companies based in non-EEA countries where the RCS Group operates (Mexico and Dubai) are not provided, as the number of employees is below the regulatory requirements, i.e. less than 50 employees.

The RCS Group illustrates agreements with its employees during meetings with the European Works Council, which convenes once a year involving union representatives in Italy and Spain.

S1-9 - Diversity metrics

With regard to the definition of "Top Management", the Group refers to the first and second levels below the governing and supervisory bodies of the parent companies RCS MediaGroup S.p.A. and Unidad Editorial SA. and Cairo Group companies.

S1-9 - Diversity metrics (66. a, RA 71.) - senior management by gender
66. a) Number %
29 23.6%
94 76.4%
- 0.0%
- 0.0%
123 100.0%
S1-9 - Diversity metrics (66. b) - employees by age group
Number <3 0 30-50 >50 Total
Executives - 26 88 114
Editors - 2 34 36
Journalists 48 564 763 1,375
Middle Managers 1 99 218 318
White collars 141 857 822 1,820
Blue collars - 54 93 147
Total 190 1,602 2,018 3,810
% <3 0 30-50 >50 Total
Executives 0.0% 0.7% 2.3% 3.0%
Editors 0.0% 0.1% 0.9% 0.9%
Journalists 1.3% 14.8% 20.0% 36.1%
Middle Managers 0.0% 2.6% 5.7% 8.3%
White collars 3.7% 22.5% 21.6% 47.8%
Blue collars 0.0% 1.4% 2.4% 3.9%
Total 5.0% 42.0% 53.0% 100.0%

S1-10 - Adequate Wages

Employees of the Group receive adequate pay. Adequate pay is defined according to collective agreements, where applicable. In countries where collective agreements are not applicable, the term "adequate pay" refers to the prevailing "minimum wage" established by local regulations, where applicable, or alternatively, based on benchmarks proposed by the Wage Indicator Foundation.

S1-14 - Health and safety metrics

S1-14 - Health and safety metrics
Employees Total
88. a) Percentage of people in its own workforce who are covered by the 100.00% 100.00%
undertaking's health and safety management system based on legal requirements
and/or recognized standards or guidelines;
88. b) Number of fatalities as a result of work-related injuries and work-related ill - -
health;
88. c) Number of recordable workplace accidents 15.0 15.0
Hours worked 6,097,191.7 6,097,191.7
88. c) Rate of recordable workplace accidents 2.5 2.5

S1-16 - Compensation metrics (pay gap and total compensation)

S1-16 - Remuneration metrics
Average gross hourly pay
Women Men
Total 26.8 32.3
97. a) Female-male pay gap 16.8%

The "annual total pay ratio", which stands at 73.4, is the ratio of the total annual pay of the highest-paid person to the median total annual pay of all employees (excluding the highest-paid individual).

S1-17 - Incidents, complaints and severe human rights impacts

During the reporting period, no serious human rights incidents were reported to the Supervisory Bodies or Human Resources Departments, nor were any complaints related to episodes of discrimination (including harassment) submitted.

ESRS S2 - Workers in the value chain

Strategy

ESRS 2 SBM-2 - Interests and views of stakeholders

Regarding the description of interests and views of workers in the value chain, reference is made to the description in paragraph "SBM-2 Interests and views of stakeholders" contained in "ESRS 2 - General Information".

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

In the context of ESRS Principle S2 - Workers in the Value Chain, the impacts, risks, and opportunities that were deemed material as a result of the double materiality process are listed below:

Working conditions

  • Secure employment, Working time, Adequate wages, Social dialogue, Freedom of association, including the existence of work councils, Collective bargaining, Work-life balance
  • Potential Negative Impact: Violation of human rights along the value chain, such as the right to freedom of association and collective bargaining, child labour, forced or compulsory labour;

Other work-related rights

Privacy

  • Potential Negative Impact: Violations of applicable laws and failure to implement optimal data management procedures to the detriment of supplier privacy.

As part of the Double Materiality analyses, any risks deemed significant were also found as described below:

  • any incidents of violation by third parties along the value chain, of the human rights of its workers, with consequent economic and reputational repercussions for the Group;
  • use, by third parties along the value chain, of workers without complying with contractual and legal conditions, with economic and reputational repercussions for the Group.

Negative impacts are not related to individual incidents.

The Group activities, as specified in "ESRS 2 - General Information", paragraph "SBM-1 Strategy, Business Model and Value Chain", are divided into four main value chains: print and online circulation; traditional and online advertising; television activities; and organization of sporting events.

The Group, as specified in the Sustainability Policy, requires cooperating only with partners who are committed to acting according to the principles outlined in the Group's Code of Ethics, namely: integrity, protection of individuals and human rights, and protection of the Group's resources and identity, and who comply with the regulatory system in force in the countries in which they operate.

The main types of workers in the identified value chains are mainly:

  • maintenance workers at the locations, TV studios, and production sites;
  • cleaning companies;
  • employees of raw material suppliers;
  • employees of event suppliers;
  • employees of news agencies;
  • employees of creative agencies;
  • carriers;
  • distribution companies;
  • employees of third-party printing centres;
  • employees of external TV production companies.

No categories of workers in the value chain have been identified as being particularly exposed to risks due to their specific characteristics; therefore, no risks or opportunities arising from impacts and dependencies involving these specific groups are reported.

As indicated above, the Group is one of Italy's top publishing groups operating both nationally and internationally. The primary suppliers used by the Group are local suppliers, on which no significant risks are identified. Regarding the supply of add-on products specifically, the geographical regions that could present a significant risk of child labour, forced labour, or compulsory labour in the value chain are those in Southeast Asia. As mentioned, this potential risk concerns suppliers of certain types of add-on products operating in non-EU countries. For these suppliers, the usual contractual conditions have been supplemented at RCS, in addition to the Group's Code of Ethics, with compliance to the "Ethics Principles" that regulate sustainability aspects in more detail, including opposition to child labour, forced labour, discrimination, health and safety of managed facilities, and environmental impact. Suppliers are required to adhere to these principles, both directly and indirectly, in order to be selected, identified, and maintained among the RCS Group suppliers. The Group has not identified any material positive impacts for workers in the value chain.

Impact, risk and opportunity management

S2-1 - Policies related to value chain workers

The Sustainability Policy applies to Group companies, employees, agents and contractors, suppliers, and other business partners of the Group in the countries where it operates.

Specifically, in the area of human rights protection, the Group, as outlined in its Sustainability Policy and Code of Ethics, opposes all forms of exploitation, including child labour, as well as any form of psychological or physical abuse or coercion against its workers and those employed along the value chain.

The Group currently does not have a formalized Supplier Code of Conduct, but in alignment with the strategic direction of the 2024-2026 Sustainability Plan, titled "Developing a Sustainable Supply Chain", it is considering the introduction of a Human Rights Policy and a Supplier Code of Conduct.

As specified in the "Sustainability Policies" paragraph, which is referred to for further details, the Group's Sustainability Policy refers to the main international references and standards.

It is worth noting that during the reporting period, no instances of non-compliance with the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises, which involve workers in both the upstream and downstream value chain, were reported.

The selection of suppliers, as outlined in the Code of Ethics, is made through transparent, traceable and impartial qualification and evaluation processes aimed at promoting competition and equal treatment. The Group requires suppliers to adhere to its principles regarding the respect for human rights, environmental protection, and the safeguarding of the health and safety of employees and workplaces.

See the paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this Sustainability Reporting for more details on the scope of application of the policies and the related responsibilities.

S2-2 - Processes for engaging with value chain workers about impacts

While the RCS Group does not have a dedicated engagement process, it indirectly considers workers in the value chain through the qualification process within the Supplier Portal, where suppliers are required to accept the Code of Ethics and Model 231.

At the Group level, the contractual standards used in the strategic supplies require suppliers to comply with Decree 231/01 and the Group's ethical principles.

S2-3 - Processes to remediate negative impacts and channels for value chain workers to raise concerns

As part of the processes to remediate negative impacts and channels for raising concerns, the Group has promoted the adoption of the Whistleblowing procedure (similar for the Cairo Group and the RCS Group), outlined in "ESRS G1 Business Conduct" paragraph "G1-1 Business conduct policies and corporate culture". With reference to the potential negative impact regarding violations of applicable legislation and failure to apply optimal data management procedures to the detriment of supplier privacy, the Group has in place stringent rules and policies, complemented with a corporate culture that needs to be aligned with the latest regulations that have extended and consolidated the protection of data subjects' rights. The protection of privacy and personal data have an impact on Group activities both in the production of information content and in the performance of journalistic activities, as well as in the implementation of marketing and communication policies. The Group has a consistent organization in place to ensure the fairness and adequacy of personal data processing and its protection, in line with the requirements of the regulations.

S2-4 - Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions

The Group's activities aimed at preventing, mitigating and remediating potential negative impacts and associated risks are those represented in the paragraphs above and referring to the supplier qualification process and privacy protection. As a supplement, it should be noted that relations with suppliers are, for the most part, managed according to contractual standards, based on which the supplier:

  • is required to carry out its supply activities in compliance with the relevant regulations, particularly regarding health and safety topics, declaring this compliance;
  • is required to certify the regularity of contributions paid to employees (Single Document of Regular Contribution - DURC);
  • is required to meet the economic and technical requirements, confirming them, for performing the contracted activity;
  • undertakes to comply with the provisions of the Code of Ethics and Model 231 in Italy and with ethical standards of conduct in Spain.

The Group, through control of the supplier portal for RCS and monitoring of the whistleblowing box dedicated to whistleblowing (similar for Cairo Group and RCS), ensures the effectiveness of the actions and processes described.

The Group may request, in addition to the customary documentation envisaged in the selection of suppliers, also sector-specific documentation in order to minimize the risk of environmental and social impact which, by way of example, may include:

  • authorization for the transport, brokering and recovery of waste;
  • non-mandatory qualifying certifications (such as ISO 9001, ISO 14001) and the international standard OHSAS 18001 for a management system on occupational health and safety;
  • the anti-mafia certificate (white list).

The planned actions include RCS evaluating the possibility of adopting a Human Rights Policy and a Supplier Code of Conduct. Additionally, in order to consolidate the path of attention to human rights topics, the RCS Group is participating in the "Business & Human Rights Accelerator" program established by the Global Compact and aimed at establishing a human rights due diligence process.

It should be noted that the departments involved in managing material impacts are Procurement and Facility Management.

In 2024, no severe Human Rights issues and incidents related to the upstream and downstream value chain of the Group were reported.

The implementation of the above actions did not involve significant operating or capital expenditure.

Metrics and targets

S2-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

To date, the Group does not have measurable targets in place related to material impacts concerning value chain workers. However, it monitors the effectiveness of actions, as described in the previous paragraph, ensuring that they are implemented and sufficient to prevent identified potential impacts.

In line with the strategic focus of the 2024-2026 Sustainability Plan "Developing a sustainable supply chain", the Group's objective is to promote sustainability values and principles throughout the supply chain via the actions described above.

For information on the implementation process of the 2024-2026 Sustainability Plan, see "ESRS 2 - General Information" paragraph "SBM-1 - Strategy, business model and value chain".

Currently, there is no direct employee involvement in the value chain to set objectives, define a monitoring system, and establish improvement actions.

ESRS S3 - Affected communities

Strategy

ESRS 2 SBM-2 - Interests and views of stakeholders

Regarding the description of the interests and views of affected communities, as well as the representation of how they are integrated into the corporate strategy, reference is made to the description in paragraph "SBM-2 Interests and views of stakeholders" contained in "ESRS 2 - General Information".

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

In the context of ESRS Principle S3 - Affected communities, the impacts, risks, and opportunities that were deemed material as a result of the double materiality process are listed below:

Communities' economic, social and cultural rights

  • Adequate food
  • Current Positive Impact: Support for communities facing food shortages through initiatives to provide food and basic necessities (e.g., partnerships with food banks and dispensaries, meal distribution programs, community gardens);
  • Water and sanitation, Land-related impacts, Safety-related impacts
  • Current Positive Impact: Support to local development through initiatives of high social value and implementing solidarity projects in the area.

As part of the Double Materiality analyses, opportunities for the development of targeted social responsibility initiatives or actions focused on the needs of local communities were found to be significant.

The Double Materiality analysis revealed no current or potential negative impacts or material risks in relation to the affected communities.

The affected communities subject to the positive impacts that the Group generates are mainly citizens, weaker subjects of society as well as non-profit organizations especially during emergency periods.

The positive impacts previously outlined occur in conjunction with emergency events based on the needs expressed by the parties affected by such events. The communities and individuals who benefit from the Group's interventions are therefore not pre-established but are identified, precisely, on the basis of emergencies of which RCS becomes aware.

See the following section "S3-4 - Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions", for a description of the activities put in place by the Group resulting in positive impacts.

Impact, risk and opportunity management

S3-1 - Policies related to affected communities

The Group, as also expressed in the Sustainability Policy, is committed to generating a positive impact on people's lives and community development, particularly with attention to the quality information, the creation and promotion of culture, the dissemination of the values of sports, the support of non-profit organizations, particularly during emergencies, attention to women, disabilities, schooling and training, as well as topics related to digital development and professional development of young people.

In the area of Human Rights, as outlined in both the Sustainability Policy and the Code of Ethics, the Group is committed to respecting and promoting the protection of fundamental human rights, while recognizing and valuing the culture, way of life, and institutions of the communities involved. In this regard, the Group's conduct complies with the United Nations Guiding Principles on Business and Human Rights.

During the year, no cases of non-compliance with the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines - involving affected communities - were reported, either in the Group's own operations or in its value chain. As mentioned earlier, no material negative impacts on affected communities were reported. Therefore, any necessary measures to remediate human rights impacts will be considered if they arise. The policy regarding dialogue with affected communities is explained in the following paragraph.

See the paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this Sustainability Reporting for more details on the scope of application of the policies and the related responsibilities.

S3-2 - Processes for engaging with affected communities about impacts

The Group acknowledges the significance of social topics and is committed to advocating for the right of expression for the underrepresented, leveraging the visibility of its media. The values the Group upholds in its social engagement and community relations are:

  • defense and freedom of ideas, to stimulate debate and capture signs of socio-cultural change in society;
  • support for the development of sports and social activities and the promotion of sports values as a tool for personality building;
  • attention to women's topics;
  • promotion of initiatives related to technological progress.

The Group, in line with its commitment to social responsibility, implements specific actions aimed at responding to any emergency situations by providing support to the affected communities. Such support can take place with the aim of restoring the well-being of the affected community, also through the organization of fundraising events. There is no dedicated function for the involvement of affected communities, but these can be managed by various company functions gradually involved in the Group's core activities.

S3-3 - Processes to remediate negative impacts and channels for affected communities to raise concerns

No material negative impacts on affected communities were found in the Double Materiality process. Regarding the presence of channels for raising concerns, reference is made to the Whistleblowing Procedure (similar for the Cairo Group and the RCS Group), explained in detail in paragraph "ESRS G1 Business Conduct" section "G1-1 Business conduct policies and corporate culture".

S3-4 - Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions

The Group pursues material positive impacts on communities through the many initiatives it undertakes as part of its activities in order to generate the positive impacts and opportunities defined above. The main initiatives are listed below:

  • Buone Notizie – l'impresa del bene is Corriere della Sera's weekly magazine dedicated to the third sector and civil and social economies;
  • Milano Civil Week: an event dedicated to people, solidarity, and civil economy, organized by Corriere della Sera - Buone Notizie, CSV Milan, the Forum of the Third Sector Milan, in collaboration with CSV and the Forum of the Third Sector Italy national;
  • The RCS Group contributes to Fondazione Candido Cannavò, which undertakes initiatives in the field of solidarity, including work in prisons, support for the disabled, and promoting values such as equal opportunities, culture, and rules - all through sports, which serve as a tool for inclusion, physical and social rehabilitation for the benefit of the weakest and most marginalized.
  • The Milano Marathon Charity Program is the fundraising initiative linked to Milano Marathon, which involves a team relay that divides the course into four sections. To participate, individuals must register with one of the Non-Profit Organizations (NPOs) involved in the Milano Charity Program;
  • Ganamos Juntos: an initiative by the MARCA newspaper to support a social cause each month and give it visibility through sports.
  • Ayuda Ahora: in 2024, Unidad Editorial joined Caritas' campaign to raise funds to help those affected by the floods.

The Group monitors the effectiveness of actions by ensuring that initiatives are carried out properly and meet identified needs.

Mention should be made that during the reporting period, no incidents, complaints and severe human rights impacts were reported in relation to the affected communities.

As pointed out in the paragraph above, no current or potential negative impacts or no material risks were identified with regard to affected communities.

The implementation of the above actions did not involve significant operating or capital expenditure.

Metrics and targets

S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

While the Group does not have measurable quantitative targets related to the affected communities, it has defined a qualitative target in its 2024-2026 Sustainability Plan, aimed at enhancing positive impacts and managing material opportunities, to continue the promotion of sustainability values with the involvement of stakeholders, through the organization of events and publishing initiatives that respond to the needs of the communities, through which it pursues the policy ensuring, as explained above, that the actions are effective in responding to the identified needs. See "SBM-1 Strategy, Business Model, and Value Chain" for details on how to set qualitative targets.

ESRS S4 - Consumers and end-users

Strategy

ESRS 2 SBM-2 - Interests and views of stakeholders

Regarding the description of interests and views of consumers and/or users, specifically readers, viewers, the public, customers and users, and the ways in which they are integrated into the corporate strategy, reference is made to the description in paragraph "SBM-2 Interests and views of stakeholders" contained in "ESRS 2 - General Information".

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

For the Group, the consumer and user categories are readers, viewers, the public, users, and customers. The Group recognizes that some may be affected by the occurrence of potential material negative impacts related to data protection and the dissemination of misleading news or advertising.

See the following section "S4-4 - Taking action on material impacts, and approaches to mitigating material risks and pursuing material opportunities related to consumers and end-users and effectiveness of those actions" for a description of the activities implemented by the Group resulting in positive impacts.

In the context of ESRS Principle S4 - Consumers and end-users, the impacts, risks, and opportunities that were deemed material as a result of the double materiality process are listed below:

Information-related impacts for consumers and/or end-users

  • Access to (quality) information
  • Current Positive Impact: dissemination of correct and quality information through the Group's editorial activities;
  • Current Positive Impact: ensuring public, impartial, and timely service through the multiple information offerings;
  • Potential Negative Impact: failure to comply with the principles of truthfulness and lack of credibility and reliability
  • Opportunities: improved use of editorial content through digital transformation, with positive economic effects for the Group;
  • Opportunities: continued development of editorial activities and events on sustainability topics, with positive impacts on the Group's reputation and revenue;
  • Opportunity: use of artificial intelligence to support the production of editorial content or other products, with positive economic impacts;
  • Opportunities: Quality of information: in a context marked by the lack of rules and mechanisms for moderating social networks, authoritative and high-quality journalistic information, governed by ethical and legal standards that also involve personal responsibility, should gain increasing value as a differentiator.
  • Privacy
  • Potential Negative Impact: breach of IT infrastructure by third parties and loss of sensitive data of customers, users, readers, viewers, etc.;
  • Risk: privacy violations in the management/processing of customer and end-user data, with economic impacts in terms of penalties and reputational damage and cyberattacks with data loss/theft (cybersecurity), with operational, economic and reputational impacts.
  • Freedom of expression

  • Potential Negative Impact: negative impacts due to lack of freedom of expression in editorial activity and information service lacking independence and pluralism.

Social inclusion of consumers and/or end-users

  • Non-discrimination
  • Current Positive Impact: promotion of inclusion and non-discrimination by ensuring access to services and the right to information for all;
  • Access to products and services
  • Potential Negative Impact: poor accessibility to services offered due to issues in communication systems that generate discontinuity in information service;
  • Responsible marketing practices
  • Potential Negative Impact: negative impacts on customers and end-users caused by misleading communications and violation of advertising rules resulting in the dissemination of misinformation to the public.

Personal safety of consumers and/or end-users

  • Security of a person
  • Potential Negative Impact: unauthorized use of customers' personal information in violation of privacy including for commercial purposes

Regarding the above listed current and potential negative impacts, these are not related to specific incidents and, as the material risks and opportunities, do not refer to specific types or groups of consumers or end-users.

Impact, risk and opportunity management

S4-1 - Policies related to consumers and end-users

As outlined in the Sustainability Policy, the Group reaffirms its commitment to being a reference point and a hub for civil society, serving as the most authoritative, innovative, and relevant source of cultural stimulation and enrichment for every reader and citizen. The Group is also dedicated to building relationships based on integrity, trust, and transparency with affected actors, as well as taking proactive steps by creating a flow of information to all stakeholders.

In the area of Human Rights, as outlined in both the Sustainability Policy and the Code of Ethics, the Group is committed to respecting and promoting the protection of fundamental human rights, while recognizing and valuing the culture, way of life, and institutions of the communities involved.

The Group Policy refers to the United Nations Guiding Principles on Business and Human Rights.

In the performance of their editorial activities, in line with the provisions of the charter of journalist duties and the code of ethics relating to the processing of personal data in the exercise of journalistic activities, as also stated in the Code of Ethics, employed and freelance journalists, in the dissemination of information and news to the public, are required to act in respect of human rights and ensure the necessary protection of minors.

No cases of non-compliance with the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines involving consumers and end-users were reported during the year.

The issue of privacy and personal data protection has become increasingly important to the Group, and in publishing, the trust relationship with its readers, viewers and users plays a crucial role. The Group has in place stringent rules and policies, complemented with a corporate culture that needs to be aligned with the latest regulations that have extended and consolidated the protection of data subjects' rights.

The protection of privacy and personal data have an impact on Group activities both in the production of information content and in the performance of journalistic activities, as well as in the implementation of marketing and communication policies. In this regard, journalists in Italy must comply, in the performance of their profession, with the provisions of their specific code of ethics, with the observations and measures issued

by the relevant Authorities and, with regard to the processing of personal data of minors, also with the provisions of the Charter of Treviso of 2006.

The Group, in the performance of its activities, has adopted procedures and tools to ensure compliance with the European Regulation on the Protection of Personal Data EU n. 2016/679 (hereinafter the "GDPR"), with Legislative Decree 196/2003 as amended by Legislative Decree 101/2018 in Italy, and with Ley Orgánica 3/2018, de Protección de Datos Personales y Garantía de los Derechos Digitales in Spain ("LOPDGDD").

The Group companies, in their capacity as data controllers of the respective personal data, have equipped themselves with an extensive and consistent organization to ensure the fairness and adequacy of the processing of personal data as well as their protection, in line with legal requirements.

See the paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this Sustainability Reporting for more details on the scope of application of the policies and the related responsibilities.

S4-2 - Processes for engaging with consumers and end-users about impacts

The Group attaches importance to managing and improving relations with its customers and readers, who represent one of the primary stakeholders. This is done to capture their views and consider them in carrying out its activities and initiatives, including enhancing positive impacts, pursuing opportunities, and mitigating negative impacts and risks. It is therefore crucial for the Group to capture the "judgment" of its customer base in order to leverage areas of greatest satisfaction and address weakness points. To ensure structured and "comparable" analyses over time, the Group also relies on external institutions. In 2024, three initiatives were carried out concerning La Gazzetta dello Sport in its digital component. The first two aimed to assess user opinions on the site, the product in general, and its premium part in particular. The third analysis focused on an external target of non-users and occasional users to explore the reasons for non/low product usage, aiming to identify possible areas for improvement.

As part of the project to measure the sustainability content published on the website www.corriere.it, which began in 2023 to demonstrate RCS Group's commitment to the continuous dissemination of sustainability topics, the extraction of content disseminated in 2024 was also prepared. This activity was carried out with the support of the RCS Data Science & AI Team, which used artificial intelligence to extract data based on "ESG keywords" considered relevant to market trends. The extracted data confirm an increase of approximately 17% in ESG content published versus last year, reaching approximately 5,500 articles (4,700 articles in 2023).

The Group plays a pivotal role in the enhancement, promotion, and dissemination of sustainability topics, generating positive impacts through a broad editorial offering that has evolved over time with enriched content, meeting the continuous need of the public for information across various technological platforms, both online and offline, ensuring an impartial, timely, and accessible service to a wide audience.

The main editorial initiatives and events related to sustainability topics organized by the Group in Italy and Spain are listed below. These initiatives are continually enriched with content, engaging an increasing number of readers, viewers, audiences, and participants each year.

It should be noted that there is no dedicated function for consumer and end-user engagement processes, but these can be managed by various company functions involved in the Group's core activities.

Green and sustainability

Pianeta 2030 is Corriere's editorial system guiding the first major time horizon for achieving sustainable development and defending our Planet, through an annual multimedia editorial survey, complemented by a special green paper edition and a three-day event. From 5 to 8 June 2024, in celebration of World Environment Day, the event "Pianeta 2030 – Il Festival" will feature authoritative experts and science popularizers discussing topics such as the environment, nature, biodiversity, energy, and mobility. For this occasion, Corriere della Sera will be dyed green, both in print and on the homepage of corriere.it.

L'Economia del Futuro is the festival that has been engaging Italian and international leaders of the sustainable transition every year since 2017 to explore how we can change the way we produce, consume, and invest - not only from a "green" transition perspective - but also from a "just transition" perspective.

RCS Academy is the RCS Business School that produced several master's degrees and talks focused on sustainability topics in 2024. Specifically, the full-time master's program with internship "Sustainability and ESG Management".

Additionally, a number of online talks were launched during 2024: "The Economy of Sustainability and Biodiversity", "Alternative Sources and Climate Change", "Retail & Omnichannel Strategy-AI, Innovation and Sustainable Consumption", "Healthcare Talk: Renewing the Health System", and 3 Green & Blue Talk: "Transition to Net Zero, Innovating Energy", "Sustainable Infrastructure, Green Mobility, Smart Cities", and "Green Investment and Circular Economy".

iO Donna published two special issues dedicated to sustainability topics: "Il Bello del Verde", entirely focused on green topics, and "Pianeta Blu", to celebrate World Oceans Day, highlighting the safeguarding of seas and marine heritage.

Expansión's "Economia Sostenible" reports on the strategic sustainability plans of companies across major economic sectors such as energy, infrastructure, automotive, tourism, airlines, banking, technology, food, textiles, distribution, as well as sustainable investment criteria for funds and financial products. In 2024, Expansión organized numerous meetings and events on sustainability topics, including: "Barcelona 2030 Sustainable and Global" (18 March 2024), "Sustainable World" in collaboration with El Mundo (21 May 2024), "Sustainable Andalucía" (26 June 2024), "The crucial role of companies in cancer research" (3 July 2024), "Increasingly sustainable and digitized campuses" (2 October 2024), "The role and challenges of green hydrogen in the energy transition" (2 December 2024), the "Green World & Sustainability" congress (25 September 2024), and the "Transformaciòn hacia una Economia Sostenible" award.

El Mundo too has a "Mundo Sostenible" section focusing on the green transition and sustainability. Additionally, it organized numerous meetings and events on sustainability topics, including "The social role of business - observatory on social responsibility" with Actualidad Economica (19 August 2024).

In Spain, Unidad Editorial sponsors Fundacion Seres Sociedad y Empresa Responsable, which promotes corporate social engagement with responsible actions aligned with corporate strategy.

The Unidad Editorial School of Education (ESUE) in 2024 produced several master's degrees and talks dedicated to sustainability topics, including the 3rd edition of the Master's Degree in Circular Economy and Sustainable Development in collaboration with San Pablo CEU University and the "XI Conference on Environmental Journalism" (28 November 2024), with the collaboration of El Mundo, during which the DANA cyclone that devastated Valencia and other areas of Castile-La Mancha and Andalusia on 29 October was discussed.

Starting in June 2024, La7 aired the fifth edition of Eden - Un pianeta da salvare, the prime-time program hosted by Licia Colò.

Diversity & Inclusion

As part of the commitment to Diversity & Inclusion topics, the main editorial initiatives in Italy include: La 27esima Ora is Il Corriere della Sera's women's blog, with 13 years of editorial content, events, and various initiatives behind it. InVisibili is Il Corriere della Sera's blog dedicated to disability topics, and "Mama non Mama" is a podcast series consisting of seven episodes that explore facets of motherhood and non-motherhood. In 2024, the organization of major events dedicated to Gender Equality topics continued, including Obiettivo5 (on 7 and 8 March), a training campus focused on gender equality topics, and from 12 to 15 September, the eleventh edition of the Il Tempo delle Donne festival, which recorded more than 30 thousand live attendees and over 6.5 million streams online and on social networks. Also worth mentioning are Women in Food Big Night, the summit for women in food, wine, and hospitality, and 99ELODE, a project promoted by iO Donna aimed at recognizing the 99 most deserving young female graduates in Italy by offering them a week of free training and guidance on digital skills.

In Spain, as part of the commitment to equality and inclusion, mention should be made of the "El Tiempo de las Mujeres" festival (3 October 2024) on women's leadership and the publication of the first "Top Leaders Spain 2024" list, featuring the 100 most influential LGBTQI+ people in Spain by El Mundo in collaboration with the Business Network for LGBTI Diversity and Inclusion.

For the Day for the Elimination of Violence Against Women, F supported the campaign "Sì è solo sì" and the collection of signatures for the manifesto "Uomini che amano le donne" advocating for the introduction of a clear law on consent in Italy.

Production and dissemination of information and culture

Numerous editorial initiatives have been undertaken to promote the dissemination of information and culture. In Italy, they include: Corriere della Sera's weekly La Lettura, dedicated to the world of culture and cultural consumption, and CampBus, Corriere della Sera 's project aimed at high schools with the goal of bringing technological and digital innovation to Italian schools. Fondazione Corriere della Sera is a cultural foundation that promotes activities and projects in the cultural, educational, and social spheres by organizing events, conferences, and initiatives related to culture and knowledge. Additionally, the Foundation engages in social responsibility activities, collaborating with other institutions, schools and associations to develop training, research and civic education projects.

In Spain, La Lectura, the cultural supplement of El Mundo, and Programa Educativo Cuidate+, aimed at students that promotes training in prevention and personal care as well as the responsible use of technology. In its commitment to promoting culture and art, El Mundo's participation in the Arco Madrid International Contemporary Art Fair, alongside La Lectura, is noteworthy. Unidad Editorial, in its commitment to social responsibility, supports the initiatives and activities of Teatro Real, sponsors the Reina Sofia Music School, and collaborates with Fundacion Amigos Museo del Prado.

From 15 to 20 October, the 23rd Cairo Prize and the Art Prize took place.

Corrado Augias hosted the in-depth program La torre di Babele in 2024 too, which addressed a major historical, cultural, political, and economic theme every week, along with its implications for current events. Since September 2024, Barbero Risponde has been on air, a weekly program featuring historian Professor Alessandro Barbero.

Aldo Cazzullo hosted the 3° edition of his historical storytelling program Una giornata particolare, airing in prime time from October to December 2024.

Enhancement of the Country system

L'Economia is Corriere della Sera's weekly dedicated to business and finance, featuring several editorial projects including "L'Economia d'Italia: industria, filiere e capitali per la crescita del Paese" and "L'Italia genera Futuro" focused on Italian SMEs. L'Economia also organized a number of events in 2024 such as "Italy 2024: Businesses and the challenge of sustainable growth" (18 January 2024), "The Economy of the Sea: the sea, energy for tomorrow" (18 September 2024), and "Talk4Growth - Energy to Change" (26 June 2024).

Il Bello dell'Italia is a project by Corriere della Sera that includes in-depth print features in the newspaper, online content, and a series of events.

Login is Corriere della Sera's editorial system that chronicles the worlds of technology and innovation.

CasaCorriere is a three-day festival organized by Corriere del Mezzogiorno and Corriere della Sera, featuring talks, debates, and guided tours of iconic places in the city of Naples.

Cook Fest, the food festival organized by the Cook monthly, brings together the biggest players in the industry. In Spain, Expansion organized the fifth edition of Foro Economico Internacional, which brought together numerous representatives from politics and business to discuss the profound economic changes at the international level.

Bell'Italia is the monthly magazine by Cairo Editore that showcases the extraordinary aspects of our country. La7 broadcast ARTBOX, the weekly magazine dedicated to art and culture, featuring exhibitions and places to explore.

Sports, health and nutrition

The RCS Group is active in the production and dissemination of content aimed at promoting sports and wellness culture, both in Italy, with La Gazzetta dello Sport and Sportweek, and in Spain, with Marca and Radio Marca. The Group also organizes sporting events at national and international level, such as, for instance, the Giro d'Italia and the Milano Marathon.

"Giro d'Italia" is now one of the world's three most important road stage cycling races, recognized for its contribution to enhancing the Country's territory. "Milano Marathon", open to all, is characterized not only by sports but also by a strong focus on sustainability and solidarity. Linked to Giro d'Italia are: "BiciScuola", an educational project aimed at primary school students in the provinces touched by Giro d'Italia, designed to introduce young children to the culture of cycling by addressing topics such as wellness, environmental, and

road education, and "Ride Green", a project dedicated to environmental protection and sustainability that promotes the preservation of the areas crossed by Giro d'Italia through the organization of separate waste collection with a system for waste traceability and monitoring. "Giro E" is the eco-sustainable event of global significance dedicated to electric cycling, involving the use of pedal-assisted racing bicycles on the same roads and on the same days as Giro d'Italia.

"Giro Next Gen" is the men's stage race reserved for under-23s, aimed at fostering the growth of the cycling movement. From 7 to 14 July, "Giro d'Italia Women", the major international event on the women's scene, took place, accompanied by a project in collaboration with the Scarpetta Rossa association to install red and pink benches in the stage cities, symbolizing support for the fight against violence against women.

As part of the promotion of sports culture, two events organized by La Gazzetta dello Sport are worth mentioning: Festival dello Sport, held in Trento, which featured meetings, debates, shows, and demonstrations with legends of both Italian and international sports, including Olympic and Paralympic athletes, and Milan Football Week, an event entirely dedicated to football to engage sports fans and enthusiasts. iO Donna is committed to enhancing the culture of wellness through the event "a corpo libero", a weekend dedicated to sports and wellness, featuring training sessions of various disciplines inside the Indro Montanelli gardens in Milan.

In Spain, sporting events organized by Marca include: Marca Sport Weekend and "Noche del Deporte".

In Italy, editorial initiatives related to health include "Corriere Salute", Corriere della Sera's weekly that provides families with practical and useful health-related information, and "Sportello Cancro", an extensive section of Corriere della Sera focused on the prevention and treatment of various forms of cancer, developed in collaboration with the Umberto Veronesi Foundation. iO Donna published a special issue dedicated to "Body Positivity", highlighting the importance of prevention and how beauty can play a role during cancer therapies, and "Gazzetta Active", a section aimed at promoting healthy and active living, covering topics related to sports, nutrition, and health.

The main events include: "Tempo della Salute" a festival dedicated to the topic of being healthy, packed with talks attended by leading figures from the world of health and medicine, Corriere della Sera journalists and experts from Corriere Salute, and "Festival della Prevenzione", the event organized by Corriere della Sera in collaboration with LILT and the National Cancer Institute of Milan in March 2024, full of meetings, workshops, stories and free visits to learn about proper lifestyles and how to reduce the risk of getting cancer.

In Spain, Unidad Editorial, as part of its commitment to promoting research, prevention, and early detection, renewed its agreement with AECC (Spanish Association Against Cancer) and joined the #todosContraelCancer initiative. On the occasion of Dia Mundial Contra el Cancer, Unidad Editorial dedicated a special 24-page section, featuring information on the latest research, studies, and treatments for cancer prevention and treatment. TELVA, in collaboration with La Roche-Posay, organized the Fight with Care Charity Gala, a cancer fundraising event for GEPAC (Spanish cancer group). Radio Marca Barcelona, through its Pericos Marca program, joined activist Jordi Sabaté Pons's campaign against Amyotrophic Lateral Sclerosis, and Once Vidas, a project promoted by El Mundo for suicide prevention. Unidad Editorial also collaborates with "Fundacion FAD Juventud", which aims to contribute to the personal and social development of adolescents and youth by promoting positive attitudes and preventing social risk behaviours.

Since April 2024, La7 has broadcasted the eighth edition of Belli dentro, belli fuori, a weekly column dedicated to health and well-being.

Since April 2024, the sixth edition of the health and wellness program Le parole della salute has been on air, hosted by the journalist and radio and television presenter Annalisa Manduca.

The second edition of the third program of La7 dedicated to health and well-being, Amarsi un po' – Istruzioni per l'uso, has been on air since November 2024.

Acknowledgements

In Italy, the Sustainability Report Award is dedicated to corporate sustainability reports and is developed by Corriere della Sera, Buone Notizie, and Bologna Business School for the Food, Fashion, and Energy sectors. In the context of enhancing the world of sports, the Gazzetta Sports Awards recognize champions who have distinguished themselves for sports performance and fair play, with the awards starting in 2018 and organized by La Gazzetta dello Sport.

In Spain, numerous events related to awards have been organized, the key ones including: in the area of enhancing the work of health professionals, the Premios Admirables recognize the careers and daily work of health professionals, awarded by Diario Medico and Correo Farmaceutico, and the FarmAsist Awards, given by Correo Farmaceutico, recognize the work of pharmacies in developing professional services and programs focused on the proper use of medicines and community health. As part of the commitment to the principles of equality, the "Poder Femenino" awards honor the most influential women whose work has positively impacted society, and "Telva & Actualidad Economica a las Mujeres Empresarias del año" recognize the best female entrepreneurs. Also, the Actualidad Económica awards recognize the 30 most influential LGTBI entrepreneurs. In recognition of journalistic activity, the twenty second edition of the El Mundo International Journalism Award was held, celebrating rigour, journalistic value, ethical commitment, and the defense of freedom of expression. Related to the enhancement of arts, the Premi a las Artes, Ciencia y Deporte organized by TELVA promote the talent and careers of the country's leading figures in the sciences, arts, and sports. In the area of humanitarian project awards, the Premios TELVA Solidaridad recognize the six best humanitarian and development aid projects, both nationally and internationally. In the area of Diversity & Inclusion, Marca's Deporte Femenino awards highlight women's talent across different sports disciplines.

The Group intends to continue its efforts to disseminate sustainability topics by promoting the involvement of stakeholders to actively participate in major environmental and social challenges.

S4-3 - Processes to remediate negative impacts and channels for consumers and end-users to raise concerns

As part of the processes to remediate negative impacts and channels for raising concerns, the Group has promoted the adoption of the Whistleblowing procedure (similar for the Cairo Group and the RCS Group), referenced in paragraph "ESRS G1 Business Conduct" section "G1-1 Business conduct policies and corporate culture".

The Group values the management and improvement of relationships with both current and prospective customers. For this reason, it is crucial to capture the "judgment" of its customer base in order to leverage areas of greatest satisfaction and address points for improvement. This activity is also carried out through analyses dedicated to subscribers, particularly those of the digital editions of corriere.it and gazzetta.it, rather than on research to support advertising clients in directing their communication campaigns and measuring their effectiveness in terms of satisfaction, as already explained in the previous paragraph "S4-2 Processes for engaging with consumers and end-users about impacts".

It should be noted that there are dedicated reporting channels for subscribers and readers of Group titles.

Regarding the description of processes to remediate negative impacts, see the following paragraph "S4-4 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions".

S4-4 - Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and endusers, and effectiveness of those actions

The Group takes action to mitigate negative impacts and risks, as well as to pursue positive impacts and material opportunities through the actions described below. To date, there is no formalized process in place to identify the actions needed in response to a negative impact on consumers and/or end-users, but the topics are nonetheless being overseen as described. The Group adheres to the principles contained in the Charter of the Duties of Journalists, as recalled in the Code of Ethics, where the right to information for all citizens and respect for truth in the telling of news are balanced with respect for the rights of the news subjects, primarily the right to privacy. The Group consistently pursues quality information through the work, study, and research of high-profile journalists and contributors, and the careful verification of news and sources, particularly on the newspapers' websites and social media pages. Additionally, the Group, being active in numerous publishing media - from newspapers to magazines, from TV to new media - ensures the accessibility of information to a wide range of citizens.

Regarding the management of negative impacts related to misleading advertising, the Group has adopted, in Italy, the rules set forth in the Self-Regulatory Code of Commercial Communication and, in Spain, the Codigo de Conducta Publicitaria, which provide, inter alia, rules of conduct in advertising communication designed to prevent messages that could be contrary to the dignity of individuals, taking advantage of public superstition and gullibility, that encourage physical and/or moral violence, that glorify racism, that offend the moral, religious or civil beliefs of citizens, or contain elements that may harm minors psychologically, morally or physically, and those that contain false advertising information relating to commercial products. The same codes govern and restrict advertising messages related to certain sensitive product sectors, including alcoholic beverages, medicinal products, financial products, toys, and games involving cash prizes. The Group also implements in Italy Legislative Decree no. 145/07 on misleading and comparative advertising, the legislation on advertising of healthcare facilities and operators, as well as the legislation on advertising of games with cash winnings, while in Spain it acknowledges Law 13/2011 of 27 May on the regulation of gambling.

The Group's operating procedures for notices to be published envisage the possibility of requesting a specific assessment on legality and compliance with the code and the above rules, as well as an assessment on the compatibility with the editorial policy of the publication involved.

In order to avoid the publication of messages that clash with the Group's rules and in compliance with the above rules, specific categories of advertisements were identified by type, subject, product, and commercial practice, which are assessed in advance by the Department in charge of advertising sales.

Thanks to the system of policies and procedures adopted, the Group also integrated aspects relating to corporate social responsibility into its advertising management, which it is committed to applying.

The Group also commits to broadcasting messages and initiatives with a social focus (nonprofit campaigns, ministerial campaigns, etc.) across TV, web, and print media. Internal control guidelines regarding the counterparty and the proposed initiative are followed to assess suitability for dissemination, planning, and any related initiatives such as features, quotes/appeals, testimonials, posters, etc..

Regarding the protection of privacy, and specifically to mitigate material risks identified in the area of privacy, it should be noted that the Cairo Group and the RCS Group: (1) established a Privacy Committee that meets periodically to constantly oversee applicable regulations and update and train the internal actors involved on the most relevant privacy topics; (2) appointed a Data Protection Officer (DPO), where necessary; (3) set up a Privacy Office within RCS, which also performs certain activities for Cairo Group companies; (4) appointed in-house Managers within the organization; (5) designated Authorized Processing Officers and System Administrators; (6) where required by the contractual relationship with third parties, appointed Data Processors as per Article 28 of the GDPR.

The Privacy Office provides the Group with guidelines for the processing of personal data, supports and assists each function in managing both ordinary and extraordinary activities related to the protection of personal data (such as analysis of relationships with third parties, review of contracts, etc.), participates in Privacy Committees, and meets periodically with the relevant functions to assess privacy-related topics. Similarly, the Privacy Office conducts spot-checks, receives reports, requests for rectification, and reports of abuse from users and customers through the dedicated email inbox, as well as through letters or direct telephone contact. The Privacy Office, in cooperation with the relevant functions, Internal Managers and authorized persons, and under the supervision of the DPO, works to protect personal data in compliance with current regulations. Additionally, the Group pursues continuous implementation, updating, and improvement of models, processes, and procedures to monitor and manage the complaints received.

In order to set standard evaluation methods and criteria across the companies, the Group has centralized in the RCS Privacy Office and in the person of the DPO the oversight that applies to the Italian companies of the Group for carrying out all the audits and evaluations required to maintain the most adequate levels of security and lawfulness of data and the processing they are subject to, in compliance with the regulatory provisions of the GDPR.

The Group has also created a dedicated processing register, prepared the required disclosures made to data subjects prior to each personal data acquisition in an open and transparent manner, adhering to the principles

of transparency [as outlined in Articles 12, 13, and 14 of the GDPR], and equipped itself with IT tools for managing this process.

In Spain, Unidad Editorial S.A., as the parent company of the Unidad Editorial Group, has carried out a series of actions to develop and adapt its business to data protection regulations, with the participation of the DPO appointed in the subsidiaries. Repeated analyses are also conducted to verify and ensure regulatory compliance, as well as to assess the implementation of recommendations that emerged from the voluntary audit carried out in 2022-23 on the activities across the different areas of the Group in Spain.

The Group organizes in-person and online privacy training and refresher courses for authorized persons and Internal Managers, as well as ongoing and ad hoc training during Privacy Committees for participants. Additionally, the Group conducts periodic internal audits of the data processing methods effectively implemented by the corporate divisions.

The protection of personal data considered sensitive, under Italian, Spanish and European Privacy regulations, is closely linked to the following factors:

  • ensuring maximum protection of the IT infrastructure from cyberattacks, particularly in environments where data are stored;
  • protecting workstations used by employees and contractors to access and manipulate data, whether connected within the corporate network or remotely via the Internet;
  • protecting the entire IT infrastructure, which, if breached, could allow privileged accounts to be compromised, potentially gaining access to systems that store sensitive data.

For these reasons, the protection of personal data results in a requirement for comprehensive protection of the IT infrastructure, both at the central systems and workstation levels. The Group therefore approaches the issue of protection from cyberattacks holistically, ensuring the constant adjustment of protections year by year, continuously monitoring the evolution of threats, and adapting protection measures accordingly.

The Group has a formalized "data breach" management process designed to ensure a timely response to attacks, collection of related information, remedial action, and notification to the authorities and data subjects when necessary. Likewise, it has adopted various procedures for handling a number of key privacy topics, particularly in relation to applying the principles of privacy by design and by default, conducting DPIAs, and handling requests to exercise rights.

The use of artificial intelligence to support the production of editorial content or other products was also considered an opportunity, taking into account the project initiatives implemented in 2024 across various areas. Specifically, while ensuring the utmost attention to preserving the quality and reliability of editorial products, the projects at RCS have pursued the following objectives:

  • increasing digital audience engagement by enhancing readers' interest and interactions with content, such as through the use of a virtual assistant;
  • improving process productivity by making them more efficient, such as through comment moderation and translating articles into different languages;
  • increasing revenue from several specific initiatives through increased traffic and thus advertising returns.

Projects in the area of artificial intelligence will be continued in 2025, extending its application not only to products but also to internal business processes.

The Group manages the risks associated with the breach of privacy through prior analysis of the risks, incorporating into its products and services the tools, methods and procedures required to remove or mitigate such risks, minimizing the amount of data collected in relation to the purposes, in compliance with the principle of Privacy by Design and Privacy by Default introduced by European Regulation 679/2016. With regard to the risks that may arise from journalistic activities, there is an active permanent office function at the level of Group companies impacted by these topics, dedicated, among other things, to evaluating and executing

requests for the right to be forgotten (as per the Judgment dated 13 May 2014 of the European Court of Justice and measures of the Data Protection Authority).

Additionally, to oversee security risks and ensure service continuity, the Group undertakes the following activities to update and optimize defense systems:

  • improving the effectiveness of systems for both the interception of malicious software and ensuring secure access to accounts with administrative privileges. Specifically, a double layer of protection has been implemented across the Group IT infrastructure;
  • the expansion of the corporate systems for which security "logs" are collected and correlated, enabling the external "security centre" to have comprehensive control over significant security events occurring across the IT infrastructure of the Group;
  • enhancing the external "security centre's" capability to operate autonomously, allowing operators to directly disable suspicious user accounts and/or block remote access to the corporate network by acting directly on security equipment and authentication systems, even before notifying the Group's internal operators;
  • the continuous updating of the Group's application fleet, based on ongoing vulnerability assessments conducted on the corporate IT infrastructure, ensures that obsolescence in operational platforms is eliminated, or risks are mitigated using appropriate security tools (e.g., next-generation Web Application Firewalls), to reduce the potential for exploitation by external attacks;
  • for the RCS Group, presence of a disaster recovery solution based on the duplication of environments for applications deemed critical across multiple high-reliability data centres. This solution ensures that business activities can continue even in the event of cyberattacks or natural disasters that disrupt the main environment;
  • for La7, redundancy was implemented between the two corporate data centers to ensure the recovery of the most critical IT applications within business needs. For other Cairo Group companies, a disaster recovery solution was implemented, involving the replication of environments in a second data center, both high-reliable, particularly for managing advertising sales on the TV medium, the ERP system, and Cairo Editore magazine subscriptions. This solution allows business activities to continue if either site is unavailable.

For digital services of the RCS Group accessible via Internet browsers and/or dedicated apps on smartphones and tablets, these are hosted on public cloud platforms that guarantee maximum system availability and allow for virtually limitless management of available resources, ensuring optimal usability for the broadest possible user base, with high security standards. The system ensures high performance, scalability, and reliability, which are essential considering the large number of simultaneous accesses and the need to deliver updated content quickly.

Mention should be made that during the reporting period, no incidents, complaints and severe human rights impacts were reported in relation to consumers and end-users.

Metrics and targets

S4-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

The primary objectives of the Group are the production and dissemination of information, culture, services, and entertainment, in line with the principles of freedom, fairness, and pluralism, including through the development and technological innovation of communication platforms.

While the Group does not have measurable quantitative targets in place, it continues to monitor the effectiveness of policies and activities adopted related to impacts, risks and opportunities. Monitoring is

continuously overseen through the system of rules, procedures, and organizational structures that the Group has implemented, the details of which have been outlined in the paragraphs above.

The Group aims to continue playing a pivotal role in the dissemination and production of information, culture, services, and entertainment, while respecting the principles of freedom, fairness, and pluralism in information. Maintaining a solid reputation and improving the corporate brand are key objectives for the Group.

See "SBM-1 Strategy, Business Model, and Value Chain" for details on how to set qualitative targets.

Governance information

ESRS G1 - Business conduct

Governance

ESRS 2 GOV-1 - The role of administrative, management and supervisory bodies

With regard to the description of the role of the administrative, management, and control bodies, reference is made to the explanation in "ESRS 2 - General Information".

Impact, risk and opportunity management

ESRS 2 IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities

Regarding the description of processes for identifying and assessing material impacts, risks, and opportunities, reference is made to the description in paragraph "Management of Impacts, Risks, and Opportunities" contained in "ESRS 2 - General Information".

G1-1 - Business conduct policies and corporate culture

The governance characteristics of Cairo Communication S.p.A. are explained below. The subsidiary RCS MediaGroup S.p.A. autonomously determines and defines its own governance and its effective implementation, as stated in its Sustainability Reporting, to which reference is made.

Cairo Communication S.p.A. has adopted an Internal Control and Risk Management System consisting of a set of rules, procedures and organizational structures designed to ensure, through an adequate identification process, measurement, management and monitoring of the main corporate risks, the correct management of the company consistent with the objectives set.

Additionally, there are procedures governing specific processes also in the area of prevention and detection of corruption and bribery, as further explained in the following section "G1-3 Prevention and Detection of Corruption and Bribery", for the RCS Group in particular.

Internal Audit, centralized within Cairo Communication S.p.A. (under the Risk, Compliance, Internal Audit & Sustainability function) and operational across all Cairo Group companies, assesses the adequacy, effectiveness, and efficiency of the Internal Control and Risk Management System. Specifically, it assesses

the adequacy, operation and reliability of the components of the internal control system, reporting the results of its activities to the Group's governing and supervisory bodies, such as the Chairman of the Board of Directors, the Director in charge of the internal control and risk management system, the Control, Risk and Sustainability Committee, and the Board of Statutory Auditors. If the topics are relevant pursuant to Legislative Decree 231/01, disclosure is also sent to the Supervisory Body.

Internal Audit also advocates a constructive control culture and generates added value by assessing and improving control, risk management and corporate governance processes.

Lastly, Internal Audit assists the Board of Directors in identifying the main Group risks and in the activities aimed at formalizing and operating the Organization, Management and Control Models pursuant to Legislative Decree 231/01 subsequently illustrated. The Head of Internal Audit is a member of the Supervisory Bodies of Cairo Communication S.p.A. and of Cairo Group subsidiaries that have adopted a Model 231.

The Group has not identified any functions particularly exposed to the risk of corruption or bribery but considers the risk to be widespread across the organization.

The Cairo Group pays the utmost attention to the proper management of risks arising from the performance of its business activities. Internal Audit is responsible for supporting the Director in charge of the internal control and risk management system in the process of identifying major business risks.

The main risks were reviewed by the heads of the key Companies, Divisions and Corporate Functions, along with the Director in Charge of the Control System, updating the values and adding new ones that were found during the period. In addition to risks of a predominantly financial and strategic nature, the Group has also identified and assessed risks of a non-financial nature as part of the Financial Materiality Assessment, as more fully described in paragraph "Managing Impacts, Risks and Opportunities". Lastly, the annual update of the Cairo Group's risk mapping is submitted to the Control, Risk and Sustainability Committee.

As outlined in the Sustainability Policy, the Cairo Group is dedicated to fostering relationships built on integrity, trust, and transparency with all the affected actors. This commitment involves proactive behaviour, by ensuring a continuous flow of information to various stakeholders and conducting thorough risk analysis to identify potential issues in relevant areas in advance.

Code of Ethics

The Code of Ethics of the Cairo Communication Group aims to define and communicate to its recipients the values and principles of conduct to follow in the performance of their activities in the workplace and in their dealings with the subjects the Group relates with (stakeholders).

The recipients of the Code of Ethics are the members of the corporate bodies, employees and associates, agents, suppliers and, more generally, all those who work for various reasons with the Group.

The Code of Ethics, in its revamped version, consists of:

  • Ethical Principles: Integrity, Protection of Individuals and Human Rights, and Protection of Group Resources and Identity;
  • Social responsibility;
  • Environmental protection;
  • Relations with stakeholders: relations with readers, viewers, users and customers, relations with the community, relations with suppliers, relations with shareholders and the financial community, relations with institutions, authorities, trade unions, parties and associations;
  • Implementation and control procedures: communication and dissemination of the Code, violation of the Code, and reporting systems that can be used by recipients.

The Code of Ethics is published on the Company Intranet and on the website www.cairocommunication.it.

Organizational, management and control model pursuant to Legislative Decree 231/01

Cairo Communication S.p.A. has adopted, as of 31 March 2008, the organizational, management and control model pursuant to Legislative Decree 231/01 (the "Model"). In the following years, the adoption of Model 231 was gradually extended to other Cairo Group companies.

The Model is composed of a general section and a number of special sections relating to the categories of offences covered by Legislative Decree 231/01 considered relevant to each company. These include, in particular, corruption offences both in dealings with public administration and between private individuals, corporate and tax crimes, violation of occupational health and safety regulations, and environmental crimes. The Models are regularly updated, in light of organizational changes, changes in the regulatory framework, case law and doctrine or following the results of supervisory activity. The last update was made in 2023; the main changes involved regulatory updates related to the reporting of offences. The current version of Cairo Communication's Model was approved by the Board of Directors at its meeting on 3 August 2023. In the following months, the updated Models of the subsidiaries were also approved by their respective Boards of Directors.

Additionally, an integral part of the Model are:

  • the Code of Ethics of the Group, which aims to outline and communicate to its recipients the values and principles of conduct to follow in the performance of their activities in the workplace and in relations with stakeholders;
  • the disciplinary system and its penalties;
  • the system of proxies and powers of attorney;
  • the system of internal directives, procedures, protocols and controls;
  • the wrongdoing reporting system.

In order to make the model effective, the Cairo Group ensures, for both current and future resources of the company included, a correct knowledge of the rules of conduct contained therein, with a different degree of detail in relation to the different involvement of such resources in the areas at risk. The information and training system is implemented by the Human Resources Departments of the various companies in the Group, in coordination with Internal Audit. For details on training in business conduct, see G1-3.

The Group's contractual standards generally contain specific clauses on the acknowledgement of the Model and the Code of Ethics. Furthermore, an excerpt of the Model (general section) of Cairo Communication S.p.A. and its subsidiaries, and the Code of Ethics are published on the website, available to interested stakeholders. With regard to the operation, effectiveness and observance of the Model, a Supervisory Body (SB) has been set up for each Group company that has a Model in place, reporting directly to the Board of Directors, whose composition meets the independence requirements set out in the Confindustria guidelines and best practices. The SB is responsible for supervising the operation of and compliance with the Model, through audits that may be both regular and one-off, and for providing suggestions for its updating. The SB sees to the regular preparation of a written report on its activities, which is submitted to the Board of Directors, the Control, Risk and Sustainability Committee and the Board of Statutory Auditors. The SB avails itself of the support of Internal Audit for its statutory regular audits.

The Company has updated the existing procedure for handling reports of wrongdoing and irregularities to align with the changes introduced by the new Whistleblowing regulations (Legislative Decree 24/2023). Additionally, a new IT channel has been established at the Cairo Group level for the communication and management of both written and oral reports, including anonymous ones.

The Group ensures that the channel is available to stakeholders by including it within its corporate website www.cairocommunication.it. The platform is provided as a service by a specialized operator.

The Group's new reporting system, designed in accordance with regulations protecting individuals who report violations of national and European Union law, aims to encourage and safeguard those who, upon becoming aware of an offense during their work activities, choose to report it. The channel is available to those who wish to report, in good faith, behaviours or events that may potentially constitute breaches of laws or regulations

(national or European Union), company procedures, or any other actions that are inconsistent with ethical conduct. The management of the reporting channel is entrusted to a Committee composed of the Head of Internal Audit and the Head of Legal and Corporate Affairs.

Furthermore, in 2024, the RCS Group integrated the whistleblowing procedure with the Workplace Harassment Prevention and Management Model, which provides for the use of the same IT platform. If the report concerns harassment, the RCS Committee includes the Head of Human Resources, the Head of Legal and Corporate Affairs, and a third person chosen by the other members, ensuring gender balance.

The Reporting Committee is responsible for receiving reports, conducting appropriate checks and investigations, and providing feedback to the whistleblowers. The manner in which the report is transmitted and managed is governed by a specific procedure to ensure protection for whistleblowers against any form of retaliation, discrimination, or penalization. It also guarantees the confidentiality of the whistleblower's identity, except where required by law and in the protection of the Company or individuals wrongly or maliciously accused. The same procedure governs the processes for analyzing and investigating reports, conducting internal investigations if the report is found to be well-founded, and sending the results to the Chairman and Chief Executive Officer, the Control, Risk and Sustainability Committee, the Director in charge of the internal control and risk management system, and the Supervisory Board, in the event of violations of the Organizational, Management and Control Model or issues relevant under Legislative Decree 231/01.

Despite being a public channel available to employees and external parties, there is currently no structured system in place to assess whether third parties are aware of it and trust this channel.

See the paragraph "MDR-P Policies - Policies adopted to manage material sustainability matters" of this Sustainability Reporting for more details on the scope of application of the policies and the related responsibilities.

G1-2 - Management of relationships with suppliers

The Group views supply chain management as essential, as certain processes heavily depend on external entities, with whom it is important to establish a relationship based on careful collaboration.

Specifically, in the production and distribution of newspapers and magazines, this includes the outsourcing of some printing processes (for magazines in Italy and newspapers and magazines in Spain), as well as the distribution process in Spain. Equally significant is the purchase of raw materials related to the production process (especially paper, inks and plates).

For the production and broadcasting of television programs, some programs on La7 (particularly during prime time) are entrusted to external production companies. Additionally, the technical management of the digital terrestrial "mux" for transmission purposes is handled by Cairo Network, which relies on a primary third-party operator.

Additionally, the Group makes use of agents and associates, the latter in the editorial area and in the organization of sporting events.

With reference to the RCS Group, suppliers, in Italy, in order to qualify on the Supplier Portal, are required to accept the Code of Ethics and Model 231 of the contracting Group company. In Spain too, regardless of the category of goods supplied and in accordance with Unidad Editorial's purchasing policy, suppliers, selected through tenders, are called to comply with the principles of the Group's Code of Ethics.

At the Group level, the contractual standards used in the strategic supplies require suppliers to comply with Decree 231/01 and the Group's ethical principles.

As evidence of the Group's commitment to "Management of relationships with suppliers", RCS participated in the "Sustainable Procurement" Working Table, organized by the Italian Global Compact Network, alongside other member organizations. The multi-functional working group (sustainability and procurement) held periodic meetings with the aim of raising awareness and sharing key concepts related to the three dimensions of sustainability (ESG) in supply chain management.

The Group adopts the principles of fairness and transparency in its dealings with suppliers, implementing unbiased selection policies based on rules that include quality audits, technical and professional competence,

compliance with applicable regulatory standards and cost effectiveness. Suppliers are selected based on economic criteria that currently do not specifically take into consideration preset social or environmental aspects. However, for certain categories of suppliers such as paper producers and producers of add-on goods, assessments and measures were introduced in the ESG (Environmental, Social and Governance) area. Specifically, with regard to suppliers of add-on products operating in non-EU countries, to ensure they operate according to sustainability criteria, an additional document, "Ethic Principles" was included at RCS in contracts, alongside the Group's Code of Ethics. This document regulates in greater detail the sustainability aspects, such as opposition to the exploitation of child and forced labour, discrimination, health and safety of the facilities managed and attention to environmental impact, which the supplier is required to respect, both directly and indirectly, in order to be chosen, identified and maintained among the suppliers of the RCS Group.

It is worth noting that the Group does not have a formalized policy to avoid payment delays.

The risks associated with the supply chain are mainly of an external nature caused by suppliers with regard to social and environmental aspects, and are not directly controllable by the Group, except through careful choice and meticulous management of the supply chain. Additionally, for certain supplies, such as paper, inks, or aluminum plates, the main risk is related to market concentration. The macroeconomic situation, which reduces the profitability margins of paper mills and companies producing inks and plates for graphic publishing, could result in the closure of certain plants, further concentrating the market and creating supply challenges. A specific example of this is coloured newsprint, used by only a few publishers across Europe and globally. It is also important to note that the provisions of the European Union's Deforestation Regulation (EUDR), which will come into effect starting in 2026, may limit operations with non-EU paper mills. This regulation aims to combat global deforestation by ensuring that the supply chains of products such as timber, soy, livestock, palm oil, rubber, coffee, and cocoa, to, from, and within European countries, are not linked to deforestation or forest degradation.

The risk of the Group influencing and determining the industrial or operational processes of suppliers, whether multinationals or small or medium-sized Italian or foreign companies, is restrained and in any case managed, by monitoring the Group's economic impact on the counterparty's business.

The distribution process is managed by the Group in Italy currently through its subsidiary m-dis Distribuzione Media S.p.A., both for RCS MediaGroup S.p.A. and Cairo Editore S.p.A., and in Spain for Unidad Editorial through the external supplier Boyacà. The predominant environmental risks are linked to CO2 emissions from the transportation vehicles used for distribution activities. Social risks could arise from how third-party suppliers manage their workforce.

The Group has put in place a series of procedures to manage the procurement process of goods and services that define the roles, responsibilities and controls to implement in order to ensure that operations comply with applicable laws and regulations, the Code of Ethics and Model 231, where present.

Supplier selection is articulated and involves various corporate divisions. It is governed by internal procedures or practices, envisaging that suppliers of goods/services must be selected on the basis of an overall assessment that takes account not only of the ability to properly meet obligations and of the quality/price ratio, but also of the degree of reliability of the counterparty. The latter must be assessed on the basis of indicators such as, for instance, financial health, compliance with laws and regulations, the ability to ensure the security of data processed. Additionally, relations with suppliers are, for the most part, managed according to contractual standards, based on which:

  • the supplier declares to carry out supplying in accordance with the relevant regulations, with particular regard to health and safety topics;
  • the supplier certifies the regular payment of employee contributions (Single Insurance Contribution Payment Certificate - DURC);
  • the supplier declares to possess the economic and technical requirements for carrying out the activity covered by the contract;
  • the supplier undertakes to view and comply with the provisions of the Group's Code of Ethics and Model

231 in Italy and with ethical standards of conduct in Spain.

The Group may request, in addition to the normal documentation envisaged in the selection of suppliers, also sector-specific documentation in order to minimize the risk of environmental and social impact which, by way of example, includes:

  • authorization for the transport, brokering and recovery of waste;
  • non-mandatory qualifying certifications (such as ISO 9001, ISO 14001) and the international standard OHSAS 18001 for a management system on occupational health and safety;
  • the anti-mafia certification (white list) or the request made to the relevant municipality.

As part of the activities in Italy of the 2024-2026 Sustainability Plan, in 2024, a plan for evaluating and monitoring strategic suppliers according to ESG criteria was prepared for the RCS Group. Once the scope of analysis was defined and the internal and external tools to support ESG evaluations were assessed, the questionnaire used for supplier qualification was updated, and the supplier scoring model was defined, also based on market best practices presented within the Sustainable Procurement Working Table by the Global Compact Network Italy. In 2025, activities are expected to be implemented to improve the supplier selection process with sustainability criteria. This will involve updating the supplier portal to incorporate the new questionnaire and scoring model, requesting completion from surveyed and active suppliers, supporting an automatic check of the answers given, assigning an ESG rating based on the answers and scoring model, and subsequently identifying suppliers to be considered strategic for ESG purposes. Areas for improvement will be identified, and an action plan will be shared with suppliers to enhance their ESG levels.

G1-3 – Prevention and detection of corruption and bribery

The rejection of corruption and bribery in the management of own operations is the cornerstone of the decisions that steer the activity of the Group. In accordance with the Code of Ethics and the Sustainability Policy, the conduct of those who bribe, attempt to bribe or accept the attempt to bribe is condemned.

With regard to anticorruption, the Organizational, Management, and Control Model pursuant to Legislative Decree 231 has the function, among others, of preventing potential offences related to bribery and corruption, committed by persons belonging to the Group or by third parties on behalf of the Group, through the application of specific internal controls.

G1-3 - Prevention and detection of corruption and bribery (24. b) - training detail
At-risk functions Executives Administrative,
management and
supervisory
bodies
Other own
workers
Training coverage
Total training hours 181.0 37.0 2.0 142.0
Total training recipients 152 20 1 131

Below are the details of training carried out in 2024 in RCS Italy and Spain:

As potential risks are widespread within the organization, training on corruption/bribery, which forms part of the broader training program on Legislative Decree 231/01 and the associated organizational, management, and control models, has been extended across the Group's functions.

For the Italian companies of the RCS Group, an online course lasting 1 hour was delivered on the Group's internal training platform, which ensures compliance with traceability requirements. The training covered the following topics:

• legislative decree 231/01 regulations;

  • predicate offenses (including those regarding corruption towards the Public Administration and between private parties);
  • at-risk areas;
  • control protocols;
  • wrongdoing reporting systems;
  • penalties.

The training involved 123 employees considered at risk, including 3 managers and 120 other employees.

There is no fixed frequency for the training referenced in Legislative Decree 231/01, but it is updated in response to relevant regulatory changes. A new version of the basic course will be delivered online in 2025.

Regarding Unidad Editorial, a training session was held in July 2024 in person that covered the following topics:

  • compliance;
  • prevention and control model;
  • main risks of Unidad Editorial.

The training involved 29 people considered at risk, including 17 managers, the CEO of Unidad Editorial, and 11 other own employees.

In the context of the adoption of Model 231 and of a broader consideration of the risk of corruption, the RCS Group assessed the areas most at risk and, in the areas considered most sensitive, prepared specific internal procedures for the management of the risk related to cases of corruption:

  • procedure that sets the principles of conduct in the event of the granting of gifts, donations and other charitable donations to third parties, which applies to the Italian companies of the RCS Group;
  • procedure on conflicts of interest;
  • procedure on relations with PA bodies;
  • procedure that sets the rules for the acceptance of gifts received from third parties, which applies to all employees of the RCS Group;
  • procedure for handling whistleblowing (similar for RCS Group and Cairo Group).

Other procedures are in place that regulate specific processes adopted by individual business units and further regulate the conduct to adopt in order to avoid the risk of corruption.

Reports of anomalous situations may be sent both by operational or managerial functions and by third parties to the SB, as set out in Model 231. Reports of wrongdoing can also be submitted to the Reporting Committee, which provides updates to the governing bodies, as stipulated in the procedure for "Management of reports of wrongdoing" and described in paragraph "G1-1 - Policies on corporate culture and business conduct".

Metrics and targets

G1-4 - Confirmed incidents of corruption or bribery

There were no confirmed incidents of corruption or bribery in 2024.

G1-6 - Payment practices

The Cairo Communication Group's contractual payment terms are within 60 days from the invoice date or the last day of the month in which the invoice is issued, covering approximately 64% of invoices by value and approximately 87% in terms of the number of invoices payable considered. Overall, payment terms within 90 days are found for approximately 93% of the Group's invoices payable considered. The average invoice payment days for the Group amount to approximately 83 days.

The standard payment contract terms and the average payment days related to relationships with suppliers similar to SMEs do not show significant differences compared to the previously described data.

The average payment days refer to payment transactions made in 2024 to third-party suppliers by the Cairo Communication Group's companies. Furthermore, as indicated above, it is calculated as the average actual payment time of invoices payable starting from the invoice date. Commercial relationships with certain suppliers, particularly with distributed publishers and the sales network (agents and business brokers), have not been included, as these transactions involve payment management through advances, and in the case of paper publishing, consideration of the value of returns to be received.

There are no legal proceedings currently pending due to late payments. The Group adopts structured and defined procedures for managing payments to suppliers.

ANNEXES

MATERIAL IMPACTS, RISKS AND OPPORTUNITIES

E1 - CLIMATE CHANGE
Climate change mitigation Impact, Risk,
Opportunities
Scope Time horizon
Generation of indirect climate-changing emissions produced in the value chain
as a result of activities carried out by third parties
Current negative
impact
Upstream and
downstream
operations
Short term
Risks due to transitional climate change (regulatory and legal, technological,
market, and reputational), impacting Group revenue and costs
Risk Upstream and
downstream
operations
Short term,
medium/long term
Contribution to climate change through direct and indirect energy GHG
emissions from activities at Group locations and sites
Current negative
impact
Own operations Short term
Energy
Energy consumption (non-renewable vs. renewable sources), resulting in
negative environmental impacts in terms of CO2 emissions and reduction of
energy stock
Current negative
impact
Own operations Short term
Reduction of the Group's environmental footprint in terms of direct and indirect
emissions, e.g., through the use of renewable energy sources, energy offsets,
etc
Opportunities Own operations Short term,
medium/long term
Climate change adaptation
Physical climate change hazards from the Group's locations and sites,
specifically also in the context of organizing sporting events (acute, e.g.,
flooding, and chronic, e.g., rising average temperatures), with impacts on costs
and assets
Risk Own operations
and upstream and
downstream
operations
Short term,
medium/long term
E4 - BIODIVERSITY AND ECOSYSTEMS
Land, freshwater and sea use change Impact, Risk,
Opportunity
Scope Time horizon
Direct impact drivers of biodiversity loss
Changes in biodiversity and natural ecosystems and/or severe degradation
related to the activities of the organization or third parties (e.g., deforestation)
Potential negative
impact
Upstream
operations
Medium/long term
E5 - RESOURCE USE AND CIRCULAR ECONOMY
Resource inflow and use Impact, Risk,
Opportunity
Scope Time horizon
Use of natural resources resulting in reduced availability of natural resources Current negative
impact
Own operations
and upstream and
downstream
operations
Short term
Waste
Reuse and re-introduction within the production process of yields and scrap
(pulp management)
Current positive
impact
Own operations
and downstream
operations
Short term
Development of initiatives to improve waste management, particularly plastic
free initiatives, with positive impacts e.g. on reputation or in terms of lower
tax/fees
Opportunities Own operations
and upstream and
downstream
operations
Short term,
medium/long term
emarket
sdir storage
CERTIFIED
S1 - OWN WORKFORCE
Equal treatment and opportunities for all Impact, Risk,
Opportunity
Scope Time horizon
Measures against violence and harassment in the workplace
Improvement of interpersonal relations by promoting a climate of respect and
implementing internal channels for reporting any acts of Current positive Own operations Short term
discrimination/mobbying/harassment impact
Employment and inclusion of persons with disabilities
Respect for diversity and promoting an inclusive corporate climate through Current positive
company activities and initiatives that counter discrimination impact Own operations Short term
Training and skills development
Improvement of workers' skills through training and professional development Current positive
activities, including those linked to growth objectives impact Own operations Short term
Gender equality and equal pay for work of equal value
Potential gender discrimination of workers with regard to remuneration Potential negative
impact
Own operations Medium/long term
Diversity
Negative impacts on employee satisfaction and motivation due to discrimination
or other non-inclusive practices related to gender, age, ethnicity, etc.
Potential negative
impact
Own operations Medium/long term
Working conditions
Working time
Improvement of the organizational structure resulting in a dynamic and Current positive
stimulating work environment for workers impact Own operations Short term
Health and safety
Accidents or other incidents in the workplace that adversely affect the health of Current negative
workers impact Own operations Short term
Adequate wages
Misalignment and/or gap with workers' growth expectations including in terms Potential negative
of remuneration impact Own operations Medium/long term
Work-life balance
Misalignment and/or gap with workers' wellbeing expectations, resulting in a Potential negative
negative impact on worker satisfaction impact Own operations Medium/long term
Loss or low appeal of human resources with skills in strategic areas due partly
to rising expectations from digital and Information Technology workers Risk Own operations Short term,
regarding well-being and work-life balance medium/long term
Secure employment
Worker dissatisfaction related to employability, retraining, and lack of re Potential negative Own operations Medium/long term
employment opportunities (internal mobility management) impact
Social dialogue, freedom of association, existence of works councils and the
information, consultation and participation rights of workers, collective
bargaining, including the rate of workers covered by collective agreements
Relations with social counterparts with negative repercussions for workers in Potential negative
terms of working conditions and freedom of association impact Own operations Medium/long term
Equal treatment and opportunities for all and working conditions
Improved employee satisfaction (e.g., including through development of Short term,
training) with positive impacts on performance quality and productivity Opportunities Own operations medium/long term
Other work-related rights
Privacy
Violations of applicable laws and failure to implement optimal data management Potential negative
procedures to the detriment of worker privacy impact Own operations Medium/long term
Child labour, forced labour
Violation of human rights within the company, such as the right to freedom of Potential negative Own operations Medium/long term
association and collective bargaining, child labour, forced or compulsory labor impact

S2 - WORKERS IN THE VALUE CHAIN
Working conditions Impact, Risk,
Opportunity
Scope Time horizon
Secure employment, Working time, Adequate wages, Social dialogue,
Freedom of association, Collective bargaining, Health and safety,
Employment and inclusion of persons with disabilities, Measures against
violence and harassment in the workplace, Diversity and Child labour,
Forced labour
Violation of human rights along the value chain, such as the right to freedom of
association and collective bargaining, child labour, forced or compulsory labour
Potential negative
impact
Upstream and
downstream
operations
Medium/long term
Other work-related rights
Privacy
Violations of applicable laws and failure to implement optimal data management
procedures to the detriment of supplier privacy
Potential negative
impact
Upstream and
downstream
operations
Medium/long term
Working conditions and other work-related rights
Any incidents of violation by third parties along the value chain, of the human
rights of its workers, with consequent economic and reputational repercussions
for the Group
Risk Upstream and
downstream
operations
Short term,
medium/long term
Use, by third parties along the value chain, of workers without complying with
contractual and legal conditions, with economic and reputational repercussions
for the Group
Risk Upstream and
downstream
operations
Short term,
medium/long term
S3 - AFFECTED COMMUNITIES
Communities' economic, social and cultural rights Impact, Risk,
Opportunity
Scope Time horizon
Development of targeted social responsibility initiatives or actions focused on
the needs of local communities
Opportunities Own operations
and upstream and
downstream
operations
Short term,
medium/long term
Adequate food
Support to communities facing food shortages through initiatives to provide
food and basic necessities (e.g., partnerships with food banks and dispensaries,
meal distribution programs, community gardens)
Current positive
impact
Own operations
and upstream and
downstream
operations
Short term
Water and sanitation, Land-related impacts, Safety-related impacts

Current positive impact

Own operations Short term

Support to local development through initiatives of high social value and

implementing solidarity projects in the area

emarket
sdir storage
CERTIFIED
S4 - CONSUMERS AND END-USERS
Information-related impacts for consumers and/or end-users Impact, Risk,
Opportunity
Scope Time horizon
Access to (quality) information
Dissemination of correct and quality information through the Group's publishing
activities
Current positive
impact
Own operations Short term
Ensuring public, impartial, and timely service through the multiple information
offerings
Current positive
impact
Own operations Short term
Failure to comply with the principles of truthfulness and lack of credibility and
reliability
Potential negative
impact
Own operations Medium/long term
Quality of information: ongoing focus on maintaining the authority of the
Group's titles, in an environment marked by the lack of rules and mechanisms
for moderating social networks
Opportunities Own operations Short term,
medium/long term
Improved use of editorial content through digital transformation, with positive
economic effects for the Group
Opportunities Own operations Short term,
medium/long term
Continued development of editorial activities and events on sustainability
topics, with positive impacts on the Group's reputation and revenue
Opportunities Own operations Short term,
medium/long term
Use of artificial intelligence to support the production of editorial content or
other products, with positive economic impacts
Opportunities Own operations Medium/long term
Privacy
Privacy violations in the management/processing of customer and end-user
data, with economic impacts in terms of penalties and reputational damage
Risk Own operations Short term,
medium/long term
Breach of IT infrastructure by third parties and loss of sensitive data of
customers, users, readers etc.
Potential negative
impact
Own operations Medium/long term
Cyber attacks with data loss/theft (cybersecurity), with operational, economic,
and reputational impacts
Risk Own operations Short term,
medium/long term
Freedom of expression
Negative impacts due to lack of freedom of expression in editorial activity and
information service lacking independence and pluralism
Potential negative
impact
Own operations Medium/long term
Social inclusion of consumers and/or end-users
Non-discrimination
Promotion of inclusion and non-discrimination by ensuring access to services
and the right to information for all
Current positive
impact
Own operations Short term
Access to products and services
Poor accessibility to services offered due to issues in communication systems
that generate discontinuity in information service
Potential negative
impact
Own operations Medium/long term
Responsible marketing practices
Negative impacts on customers and end-users caused by misleading
communications and violation of advertising rules resulting in the dissemination
of misinformation to the public
Potential negative
impact
Own operations Medium/long term
Personal safety of consumers and/or end-users
Security of a person
Unauthorized use of customers' personal information in violation of privacy
including for commercial purposes
Potential negative
impact
Own operations Medium/long term
emarket
sdir storage
CERTIFIED
G1 - BUSINESS CONDUCT
Corporate culture Impact, Risk,
Opportunity
Scope Time horizon
Awareness and dissemination of a culture of ethics, equity and inclusion, and
respect for human rights by management, employees, business partners, and
other stakeholders
Current positive
impact
Own operations
and upstream and
downstream
operations
Short term
Improvement of the organization's ESG rating in order to access reward systems,
forms of funding, improve brand reputation among advertising clients, etc.
Opportunities Own operations
and upstream and
downstream
operations
Short term,
medium/long term
Management of relationships with suppliers including payment practices
Poor management of relations with suppliers, including payment times, with
negative consequences particularly for local SMEs
Potential negative
impact
Own operations
and upstream and
downstream
operations
Medium/long term
Improvement of brand reputation by partnering with sustainability-compliant
suppliers
Opportunities Own operations
and upstream and
downstream
operations
Short term,
medium/long term
Protection of whistleblowers
Failure to protect the anonymity of whistleblowers through designated channels Potential negative
impact
Own operations Medium/long term
Corruption and bribery
Incidents
Non-compliance with applicable laws, regulations, internal and external
standards, with indirect economic impacts on stakeholders
Potential negative
impact
Own operations
and upstream and
downstream
operations
Medium/long term
Prevention and detection including training
Anti-competitive behavior, monopoly practices, incidents of corruption with
negative impacts on the economy and markets
Potential negative
impact
Own operations
and upstream and
downstream
operations
Medium/long term

APPENDIX B: TABLE LIST OF DATAPOINTS IN CROSS-CUTTING AND TOPICAL STANDARDS THAT DERIVE FROM EU LEGISLATION

Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS 2 GOV-1 Board's gender
diversity paragraph 21 d)
Annex I, table 1, indicator no.
13
Commission Delegated
Regulation (EU) 2020/1816
16), Annex II
(
GOV 1 - The role of
administrative, management
and supervisory bodies
ESRS 2 GOV-1 Percentage of
board members who are
independent paragraph 21 e)
Delegated Regulation (EU)
2020/1816, Annex II
GOV 1 - The role of
administrative, management
and supervisory bodies
ESRS 2 GOV-4 Statement on
due diligence paragraph 30
Annex I, table 3, indicator no.
10
GOV-2 Information provided
to and sustainability matters
addressed by the undertaking's
administrative, management
and supervisory bodies
ESRS 2 SBM-1 Involvement in
activities related to fossil fuel
activities paragraph 40 d) i)
Annex I, table 1, indicator no. 4 Article 449a; Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to chemical
production paragraph 40 (d) ii)
Annex I, table 2, indicator no. 9 Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to
controversial weapons
paragraph 40 d) iii)
Annex I, table 1, indicator no.
14
Delegated Regulation (EU)
2020/1818 (18), Article 12(1)
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to cultivation
and production of tobacco
paragraph 40 d) iv)
Delegated Regulation (EU)
2020/1818, Article 12(1)
Delegated Regulation (EU)
2020/1816, Annex II
Not material
Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS E1-1 Transition plan to
reach climate neutrality by
2050 paragraph 14
Regulation (EU) 2021/1119,
Article 2(1)
E1-1 - Transition plan for
climate change mitigation
ESRS E1-1 Undertakings
excluded from Paris-aligned
Benchmarks paragraph 16 g)
Article 449a; Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 1:
Delegated Regulation (EU)
2020/1818, Article 12.1 (d) to
(g), and paragraph 2
E1-1 - Transition plan for
climate change mitigation
ESRS E1-4 GHG emission reduction targets paragraph 34 Annex I, table 2, indicator no. 4 Article 449a; Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 3:
Banking book – Climate change
transition risk: alignment
metrics
Delegated Regulation (EU)
2020/1818, Article 6
E1-4 - Targets related to
climate change mitigation and
adaptation
ESRS E1-5 Energy
consumption from fossil
sources disaggregated by
sources (only high climate
impact sectors) paragraph 38
Annex I, table 1, indicator No.
5; Annex I, table 2, indicator
No. 5
E1-5 - Energy consumption
and mix
ESRS E1-5 Energy
consumption and energy mix
paragraph 37
Annex I, table 1, indicator no. 5 E1-5 - Energy consumption
and mix
ESRS E1-5 Energy intensity
associated with activities in
high climate impact sectors
paragraphs 40 to 43
Annex I, table 1, indicator no. 6 E1-5 - Energy consumption
and mix

Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS E1-6 Gross Scope 1, 2, 3
and Total GHG emissions
paragraph 44
Annex I, table 1, indicators no.
1 and 2
Article 449a; Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 1:
Banking book – Climate change
transition risk: Credit quality
of exposures by sector,
emissions, and residual
maturity
Delegated Regulation (EU)
2020/1818, Article 5(1), 6 and
8(1)
E1-6 - Gross Scopes 1, 2, 3 and
Total GHG emissions
ESRS E1-6 Gross GHG
emissions intensity paragraphs
53 to 55
Annex I, table 1, indicator no. 3 Article 449a; Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 3:
Banking book – Climate change
transition risk: alignment
metrics
Delegated Regulation (EU)
2020/1818, Article 8(1)
E1-6 - Gross Scopes 1, 2, 3 and
Total GHG emissions
ESRS E1-7 GHG removals and
carbon credits paragraph 56
Regulation (EU) 2021/1119,
Article 2(1)
E1-7 - GHG removals and
GHG mitigation projects
financed through carbon credits
ESRS E1-9 Exposure of the
benchmark portfolio to climate
related physical risks
paragraph 66
Delegated Regulation (EU)
2020/1818, Annex II Delegated
Regulation (EU) 2020/1816
Phase in
ESRS E1-9 Disaggregation of
monetary amounts by acute
and chronic physical risk
paragraph 66(a) ESRS E1-9
Location of significant assets at
material physical risk
paragraph 66 c)
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 paragraphs 46 and
47; Template 5: Banking book -
Climate change physical risk:
Exposures subject to physical
risk
Phase in
ESRS E1-9 Breakdown of the
carrying value of its real estate
assets by energy-efficiency
classes paragraph 67 c)
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 paragraph 34;
Template 2: Banking book -
Climate change transition risk:
Loans collateralized by
immovable property - Energy
efficiency of the collateral
Phase in
ESRS E1-9 Degree of exposure
of the portfolio to climate
related opportunities paragraph
69
Delegated Regulation (EU)
2020/1818, Annex II
Phase in
Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS E2-4 Amount of each
pollutant listed in Annex II of Annex I, table 1, indicator No.
the E-PRTR Regulation 8; Annex I, table 2, indicator
(European Pollutant Release No. 2; Annex 1, table 2, Not material
and Transfer Register) emitted indicator No. 1; Annex I, table
to air, water and soil paragraph 2, indicator No. 3
28
ESRS E3-1 Sea water and Not material
marine resources paragraph 9 Annex I, table 2, indicator no. 7
ESRS E3-1 Dedicated Policy Annex I, table 2, indicator no. 8 Not material
paragraph 13
ESRS E3-1 Sustainable oceans Annex I, table 2, indicator no. Not material
and seas paragraph 14 12
ESRS E3-4 Total water
recycled and reused paragraph Annex I, table 2, indicator no.
6.2
Not material
28 (c)
ESRS E3-4 Total water
consumption in m3 per net Annex I, table 2, indicator no.
revenue on own operations 6.1 Not material
paragraph 29

Disclosure Requirement and SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark EU Climate Law reference[4] Section
related datapoint
ESRS 2 SBM-3 - E4 paragraph
16(a)(i)
Annex I, table 1, indicator no. 7 Regulation[3] Not material
ESRS 2 SBM-3 - E4 paragraph
16(b)
Annex I, table 2, indicator no.
10
Not material
ESRS 2 SBM-3 - E4 paragraph
16(c)
Annex I, table 2, indicator no.
14
Not material
ESRS E4-2 Sustainable land /
agriculture practices or policies
paragraph 24 (b)
Annex I, table 2, indicator no.
11
E4-2 - Policies related to
biodiversity and ecosystems
ESRS E4-2 Sustainable oceans /
seas practices or policies
paragraph 24 (c)
Annex I, table 2, indicator no.
12
E4-2 - Policies related to
biodiversity and ecosystems
ESRS E4-2 Policies to address
deforestation paragraph 24(d)
Annex I, table 2, indicator no.
15
E4-2 - Policies related to
biodiversity and ecosystems
ESRS E5-5 Unrecycled waste
paragraph 37(d)
Annex I, table 2, indicator no.
13
E5-5 - Resource outflows
ESRS E5-5 Hazardous waste
and radioactive waste
paragraph 39
Annex I, table 1, indicator no. 9 E5-5 - Resource outflows
Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS 2 - SBM3 - S1 Risk of
incidents of forced labour
paragraph 14 f)
Annex I, table 3, indicator no.
13
S1 - ESRS 2 SBM-3 - Material
impacts, risks and
opportunities and their
interaction with strategy and
business model
ESRS 2 - SBM3 - S1 Risk of
incidents of child labour
paragraph 14 g)
Annex I, table 3, indicator no.
12
S1 - ESRS 2 SBM-3 - Material
impacts, risks and
opportunities and their
interaction with strategy and
business model
ESRS S1-1 Human rights
policy commitments paragraph
20
Annex I, table 3, indicator No.
9 and Annex I, table 1,
indicator No. 11
S1-1 - Policies related to own
workforce
ESRS S1-1 Due diligence
policies on issues addressed by
the fundamental International
Labor Organisation
Conventions 1 to 8 paragraph
21
Delegated Regulation (EU)
2020/1816, Annex II
S1-1 - Policies related to own
workforce
ESRS S1-1 Processes and
measures for preventing
trafficking in human beings
paragraph 22
Annex I, table 3, indicator no.
11
S1-1 - Policies related to own
workforce
ESRS S1-1 Workplace accident
prevention policy or
management system paragraph
23
Annex I, table 3, indicator no. 1 S1-1 - Policies related to own
workforce
ESRS S1-3
Grievance/complaints handling
mechanisms paragraph 32 (c)
Annex I, table 3, indicator no. 5 S1-3 - Processes to remediate
negative impacts and channels
for own workers to raise
concerns
ESRS S1-14 Number of
fatalities and number and rate
of work-related accidents
paragraph 88 (b) and (c)
Annex I, table 3, indicator no. 2 Delegated Regulation (EU)
2020/1816, Annex II
S1-14 - Health and safety
metrics
ESRS S1-14 Number of days
lost to injuries, accidents,
fatalities or illness paragraph
88 (e)
Annex I, table 3, indicator no. 3 Phase in
ESRS S1-16 Unadjusted gender
pay gap paragraph 97 (a)
Annex I, table 1, indicator no.
12
Delegated Regulation (EU)
2020/1816, Annex II
S1-16 - Compensation metrics
(pay gap and total
compensation)
ESRS S1-16 Excessive CEO
pay ratio paragraph 97 (b)
Annex I, table 3, indicator no. 8 S1-16 - Compensation metrics
(pay gap and total
compensation)
ESRS S1-17 Incidents of
discrimination paragraph 103
(a)
Annex I, table 3, indicator no. 7 S1-17 - Incidents, complaints
and severe human rights
impacts
ESRS S1-17 Non-respect of
UNGPs on Business and
Human Rights and OECD
guidelines paragraph 104 (a)
Annex I, table 1, indicator No.
10 and Annex I, Table 3,
indicator No. 14
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818,
Art 12 (1)
S1-17 - Incidents, complaints
and severe human rights
impacts

Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS 2 SBM-3 - S2 Significant
risk of child labour or forced
labour in the value chain
paragraph 11 (b)
Annex I, table 3, indicators no.
12 and 13
S2 - ESRS 3 SBM-3 - Material
impacts, risks and
opportunities and their
interaction with strategy and
business model
ESRS S2-1 Human rights
policy commitments paragraph
17
Annex I, table 3, indicator No.
9 and Annex I, table 1,
indicator No. 11
S2-1 - Policies related to value
chain workers
ESRS S2-1 Policies related to
value chain workers paragraph
18
Annex I, table 3, indicators no.
11 and 4
S2-1 - Policies related to value
chain workers
ESRS S2-1 Non-respect of
UNGPs on Business and
Human Rights principles and
OECD guidelines paragraph 19
Annex I, table 1, indicator no.
10
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818,
Art 12 (1)
S2-1 - Policies related to value
chain workers
ESRS S2-1 Due diligence
policies on issues addressed by
the fundamental International
Labor Organisation
Conventions 1 to 8 paragraph
19
Delegated Regulation (EU)
2020/1816, Annex II
S2-1 - Policies related to value
chain workers
ESRS S2-4 Human rights issues
and incidents connected to its
upstream and downstream
value chain paragraph 36
Annex I, table 3, indicator no.
14
S2-4 - Taking action on
material impacts on value chain
workers, and approaches to
managing material risks and
pursuing material opportunities
related to value chain workers,
and effectiveness of those
actions
Disclosure Requirement and
related datapoint
SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark
Regulation[3]
EU Climate Law reference[4] Section
ESRS S3-1 Human rights
policy commitments paragraph
16
Annex I, table 3, indicator No.
9 and Annex I, table 1,
indicator No. 11
S3-1 - Policies related to
affected communities
ESRS S3-1 Non-respect of
UNGPs on Business and
Human Rights, ILO principles
or and OECD guidelines
paragraph 17
Annex I, table 1, indicator no.
10
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818,
Art 12 (1)
S3-1 - Policies related to
affected communities
ESRS S3-4 Human rights issues
and incidents paragraph 36
Annex I, table 3, indicator no.
14
S3-4 - Taking action on
material impacts on affected
communities, and approaches
to managing material risks and
pursuing material opportunities
related to affected
communities, and effectiveness
of those actions
ESRS S4-1 Policies related to
consumers and end-users
paragraph 16
Annex I, table 3, indicator No.
9 and Annex I, table 1,
indicator No. 11
S4-1 - Policies related to
consumers and end-users
ESRS S4-1 Non-respect of
UNGPs on Business and
Human Rights principles and
OECD guidelines paragraph 17
Annex I, table 1, indicator no.
10
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818,
Art 12 (1)
S4-1 - Policies related to
consumers and end-users
ESRS S4-4 Human rights issues
and incidents paragraph 35
Annex I, table 3, indicator no.
14
S4-4 - Taking action on
material impacts on consumers
and end-users, and approaches
to managing material risks and
pursuing material opportunities
related to consumers and end
users, and effectiveness of
those actions
Disclosure Requirement and SFDR Reference[1] Reference Pillar 3[2] Reference Benchmark EU Climate Law reference[4] Section
related datapoint Regulation[3]
ESRS G1-1 United Nations
Convention against Corruption
paragraph 10 (b)
Annex I, table 3, indicator no.
15
G1-1 - Business conduct
policies and corporate culture
ESRS G1-1 Protection of
whistleblowers paragraph 10
(d)
Annex I, table 3, indicator no. 6 G1-1 - Business conduct
policies and corporate culture
ESRS G1-4 Fines for violation
of anti-corruption and anti
bribery laws paragraph 24 (a)
Annex I, table 3, indicator no.
17
Delegated Regulation (EU)
2020/1816, Annex II)
G1-4 - Confirmed incidents of
corruption or bribery
ESRS G1-4 Standards of anti
corruption and anti-bribery
paragraph 24 (b)
Annex I, table 3, indicator no.
16
G1-4 - Confirmed incidents of
corruption or bribery

APPENDIX C: DISCLOSURE AND APPLICATION REQUIREMENTS IN TOPICAL ESRS APPLICABLE IN CONJUNCTION WITH ESRS 2 - GENERAL INFORMATION

ESRS 2 - GENERAL INFORMATION Reference section
BP-1 General basis for preparation of the
sustainability statement
ESRS 2 General information Preparation criteria
BP-2 Disclosure in relation to specific circumstances ESRS 2 General information Preparation criteria
GOV-1 The role of administrative, management and supervisory bodies ESRS 2 General Information Governance
GOV-2 Information provided to and sustainability matters addressed by the
undertaking's administrative, management and supervisory bodies
ESRS 2 General Information Governance
GOV-3 Integration of sustainability-related performance in incentive schemes ESRS 2 General Information Governance
GOV-4 Statement on due diligence ESRS 2 General Information Governance
GOV-5 - Risk management and internal controls over sustainability reporting ESRS 2 General Information Governance
SBM-1 Strategy, business model and value chain ESRS 2 General Information Strategy
SBM-2 Interests and views of stakeholders ESRS 2 General Information Strategy
SBM-3 Material impacts, risks and opportunities and their interaction with strategy
and business model
ESRS 2 General Information Strategy
IRO-1 Description of the process to identify and assess material impacts, risks and ESRS 2 General Information Management of Impacts,
opportunities Risks, and Opportunities
IRO-2 - Disclosure Requirements in ESRS covered by the undertaking's sustainability ESRS 2 General Information Management of Impacts,
statement Risks, and Opportunities
ESRS E1 - CLIMATE CHANGE Reference section
Environmental Information ESRS E1 - Climate Change
ESRS 2 GOV-3 - Integration of sustainability-related performance in incentive schemes Governance
Environmental Information ESRS E1 - Climate Change
E1-1 Transition plan for climate change mitigation Strategy
ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with Environmental Information ESRS E1 - Climate Change
strategy and business model Strategy
ESRS 2 IRO-1 - Description of the processes to identify and assess material climate Environmental Information ESRS E1 - Climate Change
related impacts, risks and opportunities Management of Impacts, Risks and Opportunities
Environmental Information ESRS E1 - Climate Change
E1-2 - Policies related to climate change mitigation and adaptation Management of Impacts, Risks and Opportunities
E1-3 - Actions and resources in relation to climate change policies Environmental Information ESRS E1 - Climate Change
Management of Impacts, Risks and Opportunities
E1-4 - Targets related to climate change mitigation and adaptation Environmental Information ESRS E1 - Climate Change
Metrics and Targets
Environmental Information ESRS E1 - Climate Change
E1-5 - Energy consumption and mix Metrics and targets
Environmental Information ESRS E1 - Climate Change
E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions Metrics and targets
Environmental Information ESRS E1 - Climate Change
E1-7 - GHG removals and GHG mitigation projects financed through carbon credits Metrics and targets
ESRS E4 - BIODIVERSITY AND ECOSYSTEMS Reference section
E4-1 - Transition plan and consideration of biodiversity and ecosystems in strategy Environmental information ESRS E4 Biodiversity and
and business model ecosystems Strategy
ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with Environmental information ESRS E4 Biodiversity and
strategy and business model ecosystems Strategy
Environmental Information ESRS E4 Biodiversity and
ESRS 2 IRO-1 - Description of processes to identify and assess material biodiversity Ecosystems Management of Impacts, Risks and
and ecosystem-related impacts, risks and opportunities Opportunities
Environmental Information ESRS E4 Biodiversity and
E4-2 - Policies related to biodiversity and ecosystems Ecosystems Management of Impacts, Risks and
Opportunities
Environmental Information ESRS E4 Biodiversity and
E4-3 - Actions and resources related to biodiversity and ecosystems Ecosystems Management of Impacts, Risks and
Opportunities
Environmental Information ESRS E4 Biodiversity and
E4-4 – Targets related to biodiversity and ecosystems Ecosystems Management of Impacts, Risks and
Opportunities

ESRS E5 - RESOURCE USE AND CIRCULAR ECONOMY Reference section
ESRS 2 IRO-1 - Description of the processes to identify and assess material resource Environmental information ESRS E5 Resource use and
use and circular economy-related impacts, risks circular economy Management of Impacts, Risks and
and opportunities Opportunities
E5-1 - Policies related to resource use and circular economy Environmental Information ESRS E5 Resource use and
circular economy Management of Impacts, Risks and
Opportunities
Environmental Information ESRS E5 Resource use and
E5-2 - Actions and resources in relation to resource use and circular economy circular economy Management of Impacts, Risks and
Opportunities
Environmental Information ESRS E5 Resource use and
E5-3 - Targets related to resource use and circular economy circular economy Metrics and targets
Environmental Information ESRS E5 Resource use and
E5-4 - Resource inflows circular economy Metrics and targets
Environmental Information ESRS E5 Resource use and
E5-5 - Resource outflows circular economy Metrics and targets
ESRS S1 - OWN WORKFORCE Reference section
ESRS 2 SBM-2 - Interests and views of stakeholders Social Information ESRS S1 - Own Workforce Strategy
ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with
strategy and business model
Social Information ESRS S1 - Own Workforce Strategy
S1-1 - Policies related to own workforce Social Information ESRS S1 - Own Workforce
Managing Impacts, Risks and Opportunities
S1-2 - Processes for engaging with own workers and workers' representatives about Social Information ESRS S1 - Own Workforce
impacts Managing Impacts, Risks and Opportunities
S1-3 - Processes to remediate negative impacts and channels for own workers to raise Social Information ESRS S1 - Own Workforce
concerns Managing Impacts, Risks and Opportunities
S1-4 - Taking action on material impacts on own workforce, and approaches to
managing material risks and pursuing material opportunities related to own workforce, Social Information ESRS S1 - Own Workforce
and effectiveness of those actions Managing Impacts, Risks and Opportunities
S1-5 - Targets related to managing material negative impacts, advancing positive Social Information ESRS S1 - Own Workforce Metrics
impacts, and managing material risks and opportunities and targets
Social Information ESRS S1 - Own Workforce Metrics
S1-6 - Characteristics of the undertaking's employees and targets
Social Information ESRS S1 - Own Workforce Metrics
S1-8 - Collective bargaining coverage and social dialogue and targets
Social Information ESRS S1 - Own Workforce Metrics
S1-9 - Diversity metrics
and targets
S1-10 - Adequate wages Social Information ESRS S1 - Own Workforce Metrics
and targets
S1-14 - Health and safety metrics Social Information ESRS S1 - Own Workforce Metrics
and targets
S1-16 - Compensation metrics (pay gap and total compensation) Social Information ESRS S1 - Own Workforce Metrics
and targets
S1-17 - Incidents, complaints and severe human rights impacts Social Information ESRS S1 - Own Workforce Metrics
and targets

ESRS S2 - WORKERS IN THE VALUE CHAIN Reference section
ESRS 2 SBM-2 - Interests and views of stakeholders Social Information ESRS S2 - Workers in the Value
Chain Strategy
ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with
strategy and business model
Social Information ESRS S2 - Workers in the Value
Chain Strategy
S2-1 - Policies related to value chain workers Social Information ESRS S2 - Workers in the Value
Chain Management of Impacts, Risks and
Opportunities
S2-2 - Processes for engaging with value chain workers about impacts Social Information ESRS S2 - Workers in the Value
Chain Management of Impacts, Risks and
Opportunities
S2-3 - Processes to remediate negative impacts and channels for value chain workers
to raise concerns
Social Information ESRS S2 - Workers in the Value
Chain Management of Impacts, Risks and
Opportunities
S2-4 - Taking action on material impacts on value chain workers, and approaches to
mitigating material risks and pursuing material opportunities related to value chain
workers, and effectiveness of those actions
Social Information ESRS S2 - Workers in the Value
Chain Management of Impacts, Risks and
Opportunities
S2-5 - Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Social Information ESRS S2 - Workers in the Value
Chain Metrics and targets
ESRS S3 - AFFECTED COMMUNITIES Reference section
ESRS 2 SBM-2 - Interests and views of stakeholders Social Information ESRS S3 - Affected Communities
Strategy
ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with
strategy and business model
Social Information ESRS S3 - Affected Communities
Strategy
S3-1 - Policies related to affected communities Social Information ESRS S3 - Affected Communities
Managing Impacts, Risks and Opportunities
S3-2 - Processes for engaging with affected communities about impacts Social Information ESRS S3 - Affected Communities
Managing Impacts, Risks and Opportunities
S3-3 - Processes to remediate negative impacts and channels for affected communities
to raise concerns
Social Information ESRS S3 - Affected Communities
Managing Impacts, Risks and Opportunities
S3-4 - Taking action on material impacts on affected communities, and approaches to
managing material risks and pursuing material opportunities related to affected
communities, and effectiveness of those actions
Social Information ESRS S3 - Affected Communities
Managing Impacts, Risks and Opportunities
S3-5 - Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Social Information ESRS S3 Affected Communities
Metrics and targets
ESRS S4 - CONSUMERS AND END USERS Reference section
ESRS 2 SBM-2 - Interests and views of stakeholders Social Information ESRS S4 - Consumers and End
Users Strategy
ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with
strategy and business model
Social Information ESRS S4 - Consumers and End
Users Strategy
S4-1 - Policies related to consumers and end-users Social Information ESRS S4 - Consumers and End
Users Managing Impacts, Risks, and Opportunities
S4-2 - Processes for engaging with consumers and end-users about impacts Social Information ESRS S4 - Consumers and End
Users Managing Impacts, Risks, and Opportunities
S4-3 - Processes to remediate negative impacts and channels for consumers and end Social Information ESRS S4 - Consumers and End
users to raise concerns Users Managing Impacts, Risks, and Opportunities
S4-4 - Taking action on material impacts on consumers and end-users, and approaches

to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions Social Information | ESRS S4 - Consumers and End-Users | Managing Impacts, Risks, and Opportunities S4-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Social Information | ESRS S4 - Consumers and End-Users | Metrics and targets

ESRS G1 - BUSINESS CONDUCT Reference section
ESRS 2 GOV-1 - The role of administrative, management and supervisory bodies Governance Information ESRS G1 - Business Conduct
Management of Impacts, Risks and Opportunities
ESRS 2 IRO-1 - Description of the processes to identify and assess material impacts, Governance Information ESRS G1 - Business Conduct
risks and opportunities Management of Impacts, Risks and Opportunities
G1-1 - Business conduct policies and corporate culture Governance Information ESRS G1 - Business Conduct
Management of Impacts, Risks and Opportunities
G1-2 - Management of relationships with suppliers Governance Information ESRS G1 - Business Conduct
Management of Impacts, Risks and Opportunities
G1-3 - Prevention and detection of corruption and bribery Governance Information ESRS G1 - Business Conduct
Management of Impacts, Risks and Opportunities
G1-4 - Confirmed incidents of corruption or bribery Governance Information ESRS G1 - Business Conduct
Metrics and targets
G1-6 - Payment practices Governance Information ESRS G1 - Business Conduct
Metrics and targets

Shareholders,

given the 20 February 2025 announcement that the Board of Directors will not propose ordinary dividends or reserve distributions at the Shareholders' Meeting called to approve, inter alia, the financial statements for the year ended 31 December 2024, we invite you to approve the financial statements at 31 December 2024 and the accompanying reports, and propose allocating the entire profit for the year to retained earnings.

You are therefore invited:

  • to approve the Directors' Report on Operations and the separate financial statements for the year ended 31 December 2024, which show a net profit for the year of Euro 25,259,389.16;
  • to resolve on allocating the entire net profit for the year to retained earnings.

For the Board of Directors Chairman Urbano Cairo

Consolidated financial statements and explanatory notes

139

Consolidated income statement at 31 December 2024

€ millions Notes 2024 2023
Net revenue 1 1,037.3 1,051.3
Other revenue and income 2 58.0 48.0
Change in inventory of finished products 3 (0.1) (0.7)
Raw and ancillary materials and consumables 4 (93.7) (113.2)
Service costs 5 (440.9) (450.1)
Rentals and leases 6 (31.4) (30.6)
Personnel expense 7 (323.9) (321.8)
Amortization, depreciation, provisions and write-downs 8 (84.0) (80.6)
Other operating costs 9 (17.4) (15.3)
Gains (losses) from the derecognition of trade and sundry (0.1)
receivables 9 (1.3)
Operating profit 102.6 86.9
Other gains (losses) from financial assets/liabilities 10 0.1 1.3
Net financial income (expense) 11 (9.8) (12.7)
Profit (loss) before tax 92.8 75.4
Income tax for the year 13 (23.2) (14.3)
Profit (loss) from continuing operations 69.6 61.1
Profit (loss) from discontinued operations - -
Profit (loss) for the year 69.6 61.1
- Owners of the parent 45.2 38.4
- Non-controlling interests - continuing operations 24.4 22.7
Earnings per share (Euro)
- Earnings per share - continuing and discontinued
operations 15 0.336 0.286
- Earnings per share - continuing operations 15 0.336 0.286

Consolidated statement of comprehensive income at 31 December 2024

€ millions 2024 2023
Profit (loss) for the year 69.6 61.1
Reclassifiable items of the comprehensive income statement
Gains (losses) from the translation of financial statements (0.1) 0.0
denominated in foreign currencies
Gains (losses) from cash flow hedges 34 - 0.0
Reclassification of gains (losses) from cash flow hedges 34 (0.1) (1.0)
Tax effect - 0.2
Non-reclassifiable items of the comprehensive income
statement
Actuarial gains (losses) from defined benefit plans 1.1 (0.1)
Tax effect (0.0) 0.0
Gains (losses) from the fair value measurement of equity (0.2) (0.4)
instruments 19
Total comprehensive income for the period 70.3 59.9
- Owners of the parent 45.6 37.6
- Non-controlling interests - continuing operations 24.7 22.3
70.3 59.9

Consolidated statement of financial position at 31 December 2024

Assets

€ millions Notes 31/12/2024 31/12/2023
Property, investment property, plant and equipment 16 102.9 107.1
Rights of use on leased assets 17 135.5 130.4
Intangible assets 18 983.5 987.3
Investments 19 30.3 30.5
Non-current financial receivables and financial assets recognized for 20 0.0 0.0
derivatives
Other non-current assets
21 3.5 4.5
Deferred tax assets 22 84.5 84.0
Total non-current assets 1,340.2 1,343.8
Inventory 23 19.3 21.4
Trade receivables 24 265.3 259.5
Receivables from parents, associates and affiliates 25 1.4 1.2
Sundry receivables and other current assets 26 102.9 88.7
Other current financial assets 20 0.1 1.1
Cash and cash equivalents 27 83.3 58.1
Total current assets 472.3 430.0
Total assets 1,812.5 1,773.8

Equity and liabilities

Notes 31/12/2024 31/12/2023
Share capital 7.0 7.0
Share premium reserve 224.2 224.2
Prior-years' profit (loss) and other reserves 296.1 278.8
Profit for the year 45.2 38.4
Equity attributable to the owners of the parent 572.5 548.4
Share capital and reserves attributable to non-controlling interests 357.1 346.9
Total equity 28 929.6 895.3
Non-current financial payables and liabilities 29 45.7 40.4
Non-current liabilities from lease contracts 30 124.3 120.0
Post-employment benefits 31 37.0 41.8
Provisions for non-current risks and charges 32 19.4 21.5
Deferred tax liabilities 32 163.3 163.4
Other non-current liabilities 33 3.6 3.8
Total non-current liabilities 393.3 390.9
Payables and current financial liabilities 34 16.2 23.6
Current liabilities from lease contracts 30 25.9 25.4
Payables to suppliers 35 283.0 278.1
Payables to parents, associates and affiliates 36 12.3 11.7
Tax payables 37 31.8 24.2
Current portion of provisions for risks and charges 32 16.5 20.7
Sundry payables and other current liabilities 38 103.9 103.9
Total current liabilities 489.6 487.6
Total liabilities 882.9 878.5
Total equity and liabilities 1,812.5 1,773.8

Consolidated statement of cash flows

€ millions 31 December 2024 31 December 2023
Cash funds 58.1 54.3
Bank overdrafts (6.3) -
CASH AND CASH EQUIVALENTS OPENING BALANCE 51.8 54.3
OPERATIONS
Profit (loss) 69.6 61.1
Amortization/depreciation 76.9 74.9
(Gains) losses and other non-monetary items - (0.1)
(Gains) losses on financial assets/liabilities (0.1) (1.3)
Net financial expense (income) 9.8 12.7
Income tax 23.2 14.3
(Increase) decrease in employee benefits and provisions for risks and (9.8) (14.6)
charges
Cash flow from operations before changes in working capital 169.6 147.1
(Increase) decrease in trade and other receivables (20.2) 3.7
Increase (decrease) in payables to suppliers and other liabilities (8.1) (44.5)
(Increase) decrease in inventory 2.1 14.1
CASH FLOW FROM OPERATIONS 143.4 120.5
Income tax received (paid) (13.3) (3.8)
Net financial expense paid (10.1) (10.0)
CASH FLOW FROM OPERATIONS (A) 120.0 106.7
INVESTING ACTIVITIES
Net (acquisition) disposal of PPE and intangible assets (36.1) (38.6)
Acquisition of investments - -
Proceeds from the disposal of investments 0.6 2.2
Proceeds from the sale of property, plant and equipment and intangible - 0.2
assets
Net decrease (increase) in other non-current assets
0.6 (0.7)
CASH FLOW FROM INVESTING ACTIVITIES (B) (35.0) (36.9)

€ millions 31 December 2024 31 December 2023
FINANCING ACTIVITIES
Dividends paid (36.0) (31.2)
Net change in financial payables and other financial assets 3.6 (14.6)
Net change in liabilities from lease contracts (23.0) (26.3)
Increase (decrease) in non-controlling interests' share capital and reserves - -
Other changes in equity - -
CASH FLOW FROM FINANCING ACTIVITIES (C) (55.4) (72.1)
CASH FLOW FOR THE PERIOD (A)+(B)+(C) 29.6 (2.3)
CASH AND CASH EQUIVALENTS CLOSING BALANCE 81.5 51.8
CASH AND CASH EQUIVALENTS
Cash funds 83.3 58.1
Bank overdrafts (1.8) (6.3)
81.5 51.8

Consolidated statement of changes in equity

€ millions Share
capital
Share
premium
reserve
Prior
years'
profit (loss)
and other
reserves
Profit
(loss)
for the
period
Equity
attributab
le to the
owners of
the parent
Non
controllin
g
interests'
share
capital
and
Total
Balance at 31 December 2021 7.0 224.2 232.2 51.0 514.4 reserves
333.3
847.7
Allocation of profit (loss) 51.0 (51.0)
Dividend distribution (24.2) (24.2) (12.5) (36.7)
Other changes 0.1 0.1
Items of the comprehensive income 2.7 (2.7)
statement
Total comprehensive profit (loss) for
34.8 34.8 20.8 55.6
the period
Balance at 31 December 2022
7.0 224.2 261.7 32.1 525.0 341.8 866.8
Allocation of profit (loss) 32.1 (32.1)
Dividend distribution (18.8) (18.8) (12.4) (31.2)
Other changes 4.7 4.7 -4.7
Items of the comprehensive income (0.8) 0.8
statement
Total comprehensive profit (loss) for
37.6 37.6 22.3 59.9
the period
Balance at 31 December 2023
7.0 224.2 278.8 38.4 548.4 346.9 895.3
Allocation of profit (loss) 38.4 (38.4)
Dividend distribution (21.5) (21.5) (14.5) (36.0)
Other changes (0.0) (0.0) (0.0)
Items of the comprehensive income 0.4 (0.4)
statement
Total comprehensive profit (loss) for
45.6 45.6 24.7 70.3
the period
Balance at 31 December 2024
7.0 224.2 296.1 45.2 572.5 357.1 929.6

Explanatory Notes to the Group's Consolidated Financial Statements for the year ended 31 December 2024

Main activities

Cairo Communication S.p.A. (the Parent or the Company) is a joint-stock company listed in the Milan Company Register.

Cairo Communication S.p.A. is listed on the EXM (Euronext Milan) organized and managed by Borsa Italiana S.p.A. in the Euronext STAR Milan segment (Segment with High Requirement Securities) for companies that distinguish themselves for their excellence in terms of liquidity, transparency and corporate governance.

The Cairo Communication Group (the Group) operates as a publisher of magazines and books (Cairo Editore - and its division Editoriale Giorgio Mondadori - and Cairo Publishing), as a TV publisher (La7) and network operator (Cairo Network), as a multimedia advertising broker selling advertising time and space on television, in print media and in stadiums (Cairo Communication, and CairoRCS Media), as a publisher of dailies and magazines (weeklies and monthlies) in Italy and Spain through RCS, also active in the organization of major world sporting events.

The registered office of Cairo Communication S.p.A. is located in Via Rizzoli 8, Milan (Italy). The administrative offices, the magazine publishing business, the advertising sales units, Il Trovatore and Cairo Network are located in the same premises. The publishing business of La7 is managed mainly in Rome at the registered offices and the TV studios of La7 S.p.A. in Via della Pineta Sacchetti 229 and Via Novaro 32, respectively. RCS activities are mainly carried out in Via Rizzoli 8 and Via Solferino 28, Milan, and in Avenida San Luis 25, Madrid.

For additional details on investments, reference is made to the annex "List of Group investments at 31 December 2024".

The entity which prepares the consolidated financial statements of the largest body of entities, of which the entity forms part, is U.T. Communications S.p.A., with registered office in Via Montenapoleone 8, Milan.

Supplementary disclosure on the authorization to publish financial statements

The consolidated financial statements of Cairo Communication S.p.A. for the year ended 31 December 2024 were approved by the Board of Directors on 25 March 2025 and also authorized for publication.

Significant events during the year

Significant events during the year are commented on in the Directors' Report.

Basis of preparation

1. Form and content of the consolidated financial statements

The consolidated financial statements of the Cairo Communication Group at 31 December 2024 were prepared in accordance with IFRS issued by the International Accounting Standard Board ("IASB") and endorsed by the European Union, as well as with the provisions arising from Article 9 of Legislative Decree no. 38/2005. The term IFRS is used to mean all the international accounting standards ("IAS") and all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), formerly the Standing Interpretations Committee ("SIC").

The currency of these consolidated financial statements is the Euro, used as the functional currency by most Group companies. Unless otherwise indicated, all amounts are expressed in millions of Euro. At 31 December

2024, the consolidated financial statements included 54 companies directly or indirectly controlled and consolidated on a line-by-line basis (54 companies at 31 December 2023).

Deloitte & Touche S.p.A. carries out the statutory audit of the consolidated financial statements.

2. Form and content of the financial statements

The following is a list of the Group's consolidated financial statements.

The consolidated income statement is presented by nature, highlighting interim operating results and pre-tax results, in order to allow a better measurement of the results from normal operations. Furthermore, cost and revenue components deriving from events or transactions which, by their nature or size, are considered nonrecurring, are also separately identified in the notes, under the definition as per CONSOB Communication No. 6064293 of 28 July 2006.

The income statement effect of discontinued operations is shown in a single line of the income statement named "Profit/loss from discontinued operations", under IFRS 5. The consolidated statement of comprehensive income also reflects the "changes arising from transactions with non-owners"- separately showing the relevant tax effects, that is:

  • profit and loss that could be directly recognized in equity (for instance actuarial gains and losses from the measurement of defined benefit plans);
  • the effects of the measurements of derivative instruments hedging future cash flows;
  • the effects of the measurements of available-for-sale financial assets;
  • the effects arising from any change in accounting standards.

The consolidated statement of comprehensive income presents the items relating to the amounts of the components of other comprehensive income for the period by nature and grouped into those which, in accordance with the provisions of other IAS/IFRS:

  • will not be subsequently reclassified to profit (loss) for the year;
  • will be subsequently reclassified to profit (loss) for the year, when certain conditions are met. The consolidated statement of financial position presents separately assets and liabilities divided in current and non-current, indicating, on two separate lines, "Assets held for sale" and "Liabilities associated with discontinued operations", in accordance with IFRS 5. Specifically, an asset or a liability is classified as current when it satisfies one of the following criteria:
  • it is expected to be realized or settled or it is expected to be sold or utilized in the normal operating cycle of the company;
  • it is held mainly to be traded;
  • it is expected to be realized or settled within 12 months of the reporting date.
    • Otherwise, the asset or liability is classified as non-current.

The consolidated statement of cash flows was prepared applying the indirect method in which operating profit is adjusted to reflect transactions of a non-monetary nature, for whatever deferral or accrual of previous or future operating receipts or payments and for revenue or cost components connected to cash flows arising from investing or financing activities. Income and expense relating to medium or long-term financial operations and those relating to hedging instruments and dividends paid are included in financing activities. Payments relating to lease liabilities are included in the cash flows used in financing activities.

The consolidated statement of changes in equity shows the changes in equity relating to:

  • allocation of profit for the year;
  • amount related to transactions with shareholders (purchase and sale of treasury shares); and separately income and expense defined as "changes arising from transactions with non-owners", also shown in the consolidated statement of comprehensive income.

Furthermore, in order to comply with CONSOB Resolution No. 15519 of 27 July 2006 relating to the annexed reporting formats, additional formats on the consolidated income statement and the consolidated statement of financial position have been added, highlighting significant related party transactions in order not to compromise the overall readability of the formats.

3. Consolidation scope

In 2024, Escuela de Cocina Telva S.L., consolidated at equity, was liquidated.

4. Relevant information on accounting standards applied

The Consolidated Financial Statements have been prepared in accordance with the provisions of CONSOB Resolution no. 11971/1999 as subsequently amended, including in particular those introduced by Resolutions no. 14990 of 14 April 2005 and no. 15519 of 27 July 2006, and contain the Group consolidated financial statements and explanatory notes, prepared in accordance with the IFRS international accounting standards issued by the IASB (International Accounting Standards Board) and adopted by the European Union. The term IFRS encompasses all the International Financial Reporting Standards (IFRS), all the International Accounting Standards (IAS) and all the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRS IC, formerly IFRIC), previously known as Standing Interpretations Committee (SIC).

The consolidated financial statements of the Cairo Communication Group at 31 December 2024 were prepared on a going concern basis as the Group has determined that, despite the current geopolitical and economic context, there are no significant uncertainties (as defined in paragraph 25 of IAS 1) on the Company's ability to continue operating as a going concern, given both the profitability outlook and cash generating capacity of the Group companies, as well as the Company's financial position.

With regard to CONSOB communication no. DEM/11070007 of 5 August 2011, it is also noted that the Group does not hold bonds in its portfolio issued by central or local governments or government authorities, and, therefore, it is not exposed to the risk of market fluctuations in the aforementioned bonds.

5. Consolidation methods

The direct and indirect subsidiaries appearing in Annex 1 "Cairo Communication Group companies - Companies consolidated line-by-line" are consolidated as from their acquisition date, meaning the date on which the Group obtains control, and cease to be consolidated on the date on which control is lost. The Group controls a company when, by virtue of its relationship with the entity, it has control over its relevant activities, is exposed to variable returns, it has rights to those returns and it also has the ability to affect the returns by exercising its power over the entity.

The income and expense of the subsidiaries acquired or sold during the year are included in the income statement from the date on which the Group gains control until the date on which the Group no longer controls the companies.

Investments in associates and joint ventures are accounted for using the equity method, whereby the investee is recorded at purchase cost and adjusted thereafter for the post-acquisition change in the investor's share of the investee's equity. The accounting policies adopted are consistent for the companies included in the consolidation scope and the related financial statements have all been prepared at 31 December 2024.

Where necessary, adjustments to subsidiary financial statements are made in order to harmonize them with the Group accounting policies.

The full consolidation method has been used for the consolidation of subsidiary financial statements, assuming the total of assets, liabilities, income and expense of individual companies, regardless of the share owned, eliminating the carrying amount of the Parent investment against the subsidiary's equity.

Under the "full goodwill" option, in addition to recognizing 100% of the fair value of assets and liabilities acquired, pursuant to IFRS 3 - Business Combinations, goodwill attributed to minorities is also booked. Accordingly, changes to the interest that do not constitute a loss of control or that refer to investees already controlled, are recognized in consolidated equity.

Non-controlling interests in the net assets of consolidated subsidiaries are disclosed separately from equity attributable to owners of the parent. This interest is calculated on the basis of the percentage stake of the fair value of the asset or liability on the original purchase date and subsequent changes in equity after such date.

Unrealized gains and losses, provided they are not minor, deriving from transactions between companies included in the scope of consolidation, are eliminated, as are all significant transactions which give rise to intra-Group receivables and payables, income and expense. These adjustments, like other consolidation adjustments, where applicable, take account of the related deferred tax effect.

Dividends distributed by consolidated companies are eliminated from the income statement and added to prioryear profits if and to the extent they were paid out of such profit.

Upon consolidation, the financial statements of the foreign subsidiaries in a currency other than the Euro are translated adopting, for the figures of the statement of financial position, the spot exchange rate at the end of the year, and for the income components of the income statement, the average rate of the year. The resulting translation differences are recognized in a separate equity reserve named Translation Reserve.

Changes to the interest that do not constitute a loss of control or that refer to investees already controlled, are treated as equity transactions and classified in equity.

6. Business combinations and goodwill

Business combinations are accounted for using the acquisition method, whereby the acquiree's assets, liabilities and identifiable contingent liabilities that meet the conditions of IFRS 3 are measured at fair value on the acquisition date. Thus, deferred tax assets and liabilities are allocated on the adjustments made to the previous carrying amounts to align them to the current value.

The very complexity of applying the acquisition method implies that the standard provides for an initial, provisional calculation of the fair value of the assets, liabilities and contingent liabilities acquired, such as to allow initial recognition of the transaction in the consolidated financial statements at the end of the year in which the business combination took place. The first recording is completed and adjusted within twelve months from the date of acquisition. Changes to the initial consideration arising from facts or circumstances subsequent to the acquisition date are recognized in the income statement.

Goodwill arising from the acquisition of a subsidiary corresponds to that portion of the acquisition price paid by the Group that exceeds the Group share of the fair value of the assets, liabilities and identifiable contingent liabilities of a subsidiary, at the acquisition date. The "full goodwill" option allows the acquirer to recognize 100% of the goodwill of the acquirees, rather than just the goodwill attributed to the majority.

Goodwill arising from the business combination of the RCS Group was determined by using the "full goodwill" approach.

Goodwill is recognized as an intangible asset with indefinite useful life and is not amortized. Any positive difference between assets and liabilities measured at fair value at the acquisition date and the price paid is recognized in the consolidated income statement as non-recurring income. It may be subject to further adjustment within twelve months from the date of acquisition.

Transaction costs do not form part of the consideration transferred and so are charged to the income statement. Goodwill is periodically tested to ensure that it is still recoverable through a comparison with the greater of fair value and value in use, calculated as the sum of discounted future cash flows generated by the underlying investment. Impairment losses are recognized directly in profit and loss and are not subsequently reversed.

For the purposes of the fairness analysis, the goodwill acquired in a business combination is allocated, at the date of acquisition, to the Group's individual cash generating units, or to the groups of cash generating units that should benefit from the synergies of the combination, regardless of whether other assets or liabilities of the Group are assigned to these units or groups of units.

7. Investments in associates and joint ventures

The financial results, assets and liabilities of associates and joint ventures are consolidated using the equity method. According to this method, investments in associates at the time of acquisition are recognized in the statement of financial position at cost, subsequently adjusted to reflect the investor's share of the net assets of the associate. Any losses exceeding the Group share therein are not recognized, unless the Group has a commitment relating to loss coverage. The excess of acquisition cost over the Group share of carrying amount of assets, liabilities and identifiable contingent liabilities of the associate at the acquisition date is recognized as goodwill. Every year, goodwill is tested for impairment.

The lower value of acquisition cost over the Group share of the fair value of assets, liabilities and identifiable contingent liabilities of the associate at the acquisition date is credited in the income statement during the year. If an associate or joint venture recognizes adjustments with direct allocation to equity and/or in comprehensive income, the Group in turn records its share in equity and represents it, when applicable, in the statement of changes in equity and/or in the statement of other comprehensive income for the year.

Any impairment loss in the investment recognized in accordance with IAS 36 is not ascribable to goodwill or to the fair value measurement of assets recorded in the financial statements of the associate, but rather to the value of the investment as a whole. Therefore, any reversal of impairment loss is recognized fully to the extent to which the recoverable value of the investment increases subsequently, on the basis of the result of the impairment test.

With regard to transactions between Group companies and associates, unrealized profits and losses are eliminated in a proportion equal to the Group investment in the associate, except when unrealized losses are evidence of an impairment loss on the business acquired.

8. Revenue and cost recognition

Revenue and cost and income and expense are recognized on an accruals basis, specifically:

  • Revenue is recognized in the income statement when the criteria set out in IFRS 15 are met.
  • Revenue is recognized based on the likelihood of the Company to enjoy the economic benefits and in the extent to which the amount can be reliably determined. Revenue is stated net of any adjustments.
  • Revenue from the sale of advertising space on traditional media is recognized at the moment the (TV) advertisement is broadcast or when the (print) title is published.
  • Advertising revenue generated by digital operations is recognized at the time of the broadcasting or publication of the advertisement.
  • Revenue from (daily and periodical) publications is recognized at the date of publication, net of reasonably estimated returns and gross of distribution premiums.
  • Revenue from the sale of magazine subscriptions is recognized on the basis of the magazines published and distributed during the period.
  • Revenue for services is recognized at the date of its accrual, as defined in the respective contracts; specifically, revenue from distribution activities (distribution premium) is recognized at the time of shipment to the distribution network.
  • Revenue from the sponsorship of sporting events and from the organization of events is recognized at the date of the event, taking into account the short time horizon of such events.
  • Royalties are recognized at the date of its accrual, as defined in the respective contracts.
  • Pre-publication and launch costs are recognized in profit and loss when incurred.
  • Costs and other operating expense are recognized as components of profit for the year at the time they are incurred according to the matching and accrual accounting principle that governs revenue, and when they have no requirements for deferral as assets in the statement of financial position.
  • Interest income and expense are recognized on an accruals basis.
  • Dividends are recognized when the right of the shareholders to receive the payment is established or at the date of the shareholders' meeting resolution.
  • Chargebacks of costs incurred on behalf of third parties are recognized as a reduction in the cost they relate to.
  • Government grants are recognized when there is reasonable assurance that they will be received and that all the conditions thereto are satisfied.

9. Tax

Tax for the period corresponds to the sum of current, deferred tax and prepaid tax. Current tax is based upon taxable income for the period. Taxable income differs from the results shown in the income statement as it excludes both positive and negative entries which would be taxable or deductible in other tax years and excludes components which are not taxable or deductible at any time.

Current tax is calculated using the rates in force at the reporting date.

Starting from tax period 2021, Cairo Communication and RCS MediaGroup have jointly participated in the national tax consolidation scheme, with Cairo Communication acting as the consolidating company. Subsidiaries of RCS MediaGroup, where the prerequisites were met, also joined such tax consolidation.

Cairo Communication acts as the tax parent and determines a single taxable base for the group of companies that participate in the national tax consolidation scheme, which thereby benefits from the ability of offsetting taxable profits against taxable losses in one tax return. Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred tax assets or future tax benefits are recognized to the extent of the probability that there will be future taxable profits which will allow for the utilization of the deductible temporary differences. Deferred tax is calculated on the basis of the tax rates that are expected will be in force at the moment of realization of the asset or settlement of the liability, based on tax legislation in force at the reporting date. Where relevant, the effects of any changes in tax rate or tax legislation are disclosed in the notes. Deferred tax assets and liabilities are shown at their net value when there is a legal right to offset current tax liabilities against tax receivable assets and when tax relates to the same taxation authority. Deferred tax is not discounted.

The Group assesses the recoverability of deferred tax assets based on expected future taxable income, also taking account of the future effects arising from temporary differences on which deferred tax liabilities are recognized.

Legislative Decree No. 209 of 27 December 2023, implementing tax reform in international taxation, enacted Directive No. 2022/EU/2523 on "Global Minimum Tax" (also commonly referred to as "Pillar Two legislation"), with the express purpose of ensuring, as of 1 January 2024, a minimum tax level for multinational or domestic groups of companies. In 2024, ministerial decrees were issued to implement Legislative Decree of 27 December 2023, which contains provisions aimed at adapting the national system to the interpretations and contents of the OECD Rules Commentary - Pillar Two.

The new rules apply to companies located in Italy that are part of a multinational or domestic group with annual revenue of Euro 750 million or more, a revenue threshold that must be met in at least two of the four financial periods immediately preceding the one being considered.

In this regard, it should be initially noted that the Group's exposure to Pillar Two regulations is a direct consequence of the level of effective taxation in each individual jurisdiction.

The rules on Pillar Two provide, for the first effective periods, the possibility of applying simplifications to the calculation of effective taxation, known as the "Transitional CbCR Safe Harbour".

Due to the above, in 2024, the Group, with the assistance of external consultants, started a working table for the implementation of procedures aimed at managing the relevant fulfillments, taking into account both the phase of application of the simplified transitional regimes of an optional and temporary nature that have been envisaged as part of the OECD work on the global minimum tax (so-called Transitional CbCR Safe Harbours), as well as the "steady-state" regulations (so-called GloBE rules).

From a quantitative point of view, the analysis was carried out to assess the impacts of the new regulations on the financial results at 31 December 2024, and the above analysis shows that no supplementary tax is due.

10. Earnings per share

The basic earnings per share is determined as the ratio between the Group's share of the results of the period attributable to the ordinary shares and the weighted average number of ordinary shares outstanding during the year.

11. Property, plant and equipment

Property, plant and equipment (PPE) are recognized when their cost can be reliably determined and when related future economic benefits can be enjoyed by the Group.

They are recognized at acquisition price or production cost, including directly associated expense and costs, plus the share of indirect costs which can be reasonably attributed to the asset.

These assets are systematically depreciated on a straight-line basis each year at rates consistent with the economic and technical useful life of the asset. Depreciation rates applied are as follows:

Property 3% - 20%
General equipment 12% - 25%
Plant and equipment 5% - 20%
Other assets 10% - 50%

Land is not depreciated.

In the first year, the rates applied take into account the actual use of the asset during the year; depreciation starts when assets are ready for use.

The remaining useful life and the depreciation criteria applied are reviewed on a regular basis and where change is deemed necessary, the depreciation rate is restated in accordance with the "prospective" method.

Incremental and maintenance costs producing a significant and tangible increase in the productive capacity or security of assets, or lengthening their remaining useful life, are capitalized and recognized as an increase in the carrying amount of the asset. Ordinary maintenance costs are taken directly to profit and loss.

Leasehold improvements are recognized as PPE, on the basis of the cost incurred. The depreciation period corresponds to the lower of the remaining useful life of the asset and the term of the contract.

An asset is eliminated from the financial statements at the time it is sold, or it is written off when no future economic benefit is expected from its use or disposal. Any losses or gains (calculated as the difference between the net income from the sale and the carrying amount) are included in the income statement in the year of the above elimination.

12. Rights of use on leased assets and liabilities from leases

The Group owns property, plant and equipment (mainly property and company cars used by employees) used in the performance of its business, through leases. At the commencement date of a lease, it is determined whether the contract is, or contains, a lease. This definition is met when the contract conveys the right to control the use of an underlying asset for a period of time in exchange for consideration.

At the effective date of a lease, there is an asset consisting in the right to use the underlying asset (Right of Use) and a lease liability.

The right of use is initially measured at cost, which includes the initial amount of the lease liability adjusted for payments already made at the effective date, less lease incentives received, plus any costs to dismantle, remove, or restore the underlying asset. Rights of use are subsequently depreciated on a straight-line basis over the shorter of the lease term and the estimated useful life of the assets consistent with the right of use.

The lease liability is initially measured at the present value of lease payments due over the lease term. These payments are discounted using an incremental borrowing rate consistent with the maturity of the underlying contracts when the implied interest rate of the lease is not readily determined. Variable lease payments that do not depend on an index or rate are recognized as expense in the period in which the event or condition that triggers those payments occurs. After the effective date, the lease liability is measured at amortized cost using the effective interest rate method and restated on occurrence of certain events.

The identification of the lease term corresponds to the non-cancellable period of the contract, together with the periods covered by an option for extension or early termination of the contract which is considered "reasonably certain" to exercise and which is within the control of the lessee.

The Group applies the exception to recognition provided for short-term leases to its contracts with terms of 12 months or less from the effective date. It also applies the exception to recognition provided for leases where the underlying asset is of "low value" and where the amount is estimated to be insignificant. Payments due on short-term leases and leases where the underlying asset is of low value are recognized as an expense on a straight-line basis over the lease term.

A lease modification is defined as a change in the scope of the lease, or of consideration for the lease, that was not part of the original terms and conditions of the lease. In this case, the right of use and the lease payable are

updated accordingly.

The components of the contracts or the contracts themselves, the lease of which can be traced back to a service contract or a licence concession, have been excluded from the scope of application of IFRS 16.

Sublease contracts have been identified for properties in use. The Group, as a lessor of real estate to third parties, identified these contracts as operating leases.

Leasehold improvements are added to the carrying amount of the assets concerned only when they are reliably estimated and can be recovered through the associated expected future economic benefits.

13. Investment property

Investment property is periodically evaluated to identify any impairment losses as described in the following paragraph.

Investment property held to earn rentals, for appreciation of the invested capital, or for both purposes, is recognized at cost, inclusive of directly allocated ancillary expense and, with the exception of the component related to land, is systematically depreciated on a straight-line basis in each individual period on the basis of the estimated useful life.

14. Intangible assets

Costs, including ancillary costs incurred for the acquisition of resources with no physical substance, are recognized under intangible assets when the cost is quantifiable and the asset is clearly identifiable and controlled by the Group, and where the use of the asset will generate probable future benefits to the Group.

Advertising costs, start-up and expansion costs, and research costs are not capitalized. Non-current assets with a finite useful life are systematically amortized on a straight-line basis in each individual period, to take into account the residual potential for use.

"Goodwill" refers to the higher value attributed upon first consolidation of an investment or identified residually from the acquisition price paid by the Group that exceeds the fair value of the assets, liabilities and identifiable contingent liabilities of some subsidiaries, at the acquisition date.

Goodwill and intangible assets having indefinite life are not amortized, but rather they are periodically tested to identify any impairment losses, as described in the paragraph "Impairment losses of assets". If the discounted expected cash flows do not allow recovery of the initial investment, the recorded asset is appropriately written down.

The higher value attributed to an intangible asset with finite useful life, recorded in accordance with IFRS 3 as a result of the acquisition of an investment upon first consolidation, is amortized if referred to non-current assets with finite useful life. If goodwill is allocated to intangible assets with indefinite useful life, it is not amortized. These assets are tested for impairment as required by IAS 36.

The amortization periods of intangible assets of various types are as follows:

Concessions, licenses, trademarks and similar rights 3 to 5 years
Software 3 to 5 years
Publication titles 10 to 30 years or indefinite
Television rights based on availability period
Other intangible fixed assets 2 to 10 years

Publication titles with finite useful life are amortized over a period between ten and thirty years from the date of their acquisition based on their remaining useful lives. This amortization period is regularly reviewed to take account of the financial performance of the subsidiaries that own the title.

Registration rights (with a duration of more than 12 months) for the broadcasting of films, series, soaps,

cartoons, classical concerts, short films, documentaries, reports and the like, including ancillary expense (dubbing, editing and materials), and contributions to productions purchased under license agreements, are carried under "media rights" and amortized on an annual straight-line basis throughout the contractual term of the rights, as from the year they are available and ready for use. If the rights have used up their airing time, regardless of the amortization already charged, the residual amount is fully charged to the income statement in the period of the last airing. Rights to use television frequencies are amortized over their useful lives.

The remaining useful life and the amortization criteria applied are reviewed on a regular basis and where change is deemed necessary, the amortization rate is restated in accordance with the "prospective" method. Assets under development include the costs incurred for the acquisition or internal production of intangible assets, to which title has not been fully acquired or for projects to be completed. Assets under development continue to be accounted for in this item up to the time of their economic use, when they are reclassified under the relevant items of intangible assets and amortized.

Assets under development are tested for impairment as prescribed by IAS 36.

Financial expense is capitalized in the carrying amount of the intangible assets acquired, where a significant period of time is needed before they are ready to be used.

15. Impairment of non-financial assets

At least once a year, the Company reviews the recoverability of the carrying amount of intangible assets with indefinite useful life, of intangible assets under development, and whenever there are potential indicators of an impairment loss, the recoverability of the carrying amount of PPE, of intangible assets with finite useful life, and of investments, in order to determine whether such assets may have suffered an impairment loss. When such indications are present, the carrying amount of the asset is reduced to reflect the recoverable value. The recoverable value of an asset is the greater of its fair value less costs to sell, and its value in use. Fair value is determined according to market prices. In the absence of market value, estimates and valuation models are used based on data available on the market. Value in use is defined by discounting the cash flows expected from use or sale of the asset (or from aggregate assets, i.e. cash generating units).

Excluding goodwill, when the impairment loss on the value of an asset no longer applies or is reduced, the carrying amount of the asset is increased up to the new estimated recoverable amount, and may not exceed the amount which would have been determined had no impairment loss been recognized, net of any amortization of depreciation.

16. Receivables and other financial assets

Receivables, with the exception of trade receivables, and other financial assets are initially recognized at fair value, in addition to, only for financial assets measured at fair value through profit or loss, any ancillary purchase expense. Trade receivables on initial recognition are measured at the price established in the transaction. Management determines upon initial recognition how financial assets are to be classified, in accordance with IFRS 9 criteria and as required by IFRS 7.

After initial recognition, financial assets are measured in accordance with their classification within one of the following categories:

• at amortized cost: receivables and other financial assets are measured at the amortized cost, recognizing in the income statement the interest calculated at the effective interest rate, i.e. applying a rate that reduces to zero the sum of the present values of the net cash flows generated by the financial instrument. Losses are recognized in the income statement when impairments occur or when loans and receivables are written off. Receivables are impaired and recognized at their estimated realizable value (fair value) by means of the allowance for impairment directly deducted from their carrying amount.

Receivables are impaired when there is objective evidence that the receivable is unlikely to be collected and also on the basis of past experience and statistics, of current conditions and forecasts of future conditions

(expected credit losses).

If, in subsequent periods, the reasons for the previous impairment losses no longer apply, the amount of the asset is written back to the amount that would have derived from applying the amortization cost, if the impairment loss had not been recognized.

The Group mainly reports in this category assets due within twelve months, which are therefore recognized at nominal amount as an approximation of amortized cost. If the terms of payment are longer than normal market terms and the loan or receivable does not earn interest, the amount booked contains an implicit financial component and so must be discounted by recognizing the relating discount in profit or loss.

Loans and receivables denominated in foreign currencies are converted at closing rates, and the gains or losses from their translation are taken to profit or loss.

• at fair value through other comprehensive income (FVOCI): other non-current equity instruments (ex available for sale) are initially recognized at cost (fair value of the initial consideration given in exchange), increased by any relating directly-attributable transaction costs. As the Group does not trade equities, it has adopted the option of presenting subsequent changes in the fair value of the investment among other comprehensive income. Accordingly, only dividends are recognized in the income statement (unless they clearly represent a refund of the investment). Changes in fair value and any capital gains and losses on disposal of other noncurrent equity instruments are recognized in the statement of comprehensive income and never pass through the income statement. As this option can be exercised for each investment, any exceptions at the initial recognition stage will be shown in the comment on this item.

All the investments in equity instruments must be measured at fair value. In the case of securities traded on active markets, fair value is determined with reference to the closing price on the last trading day of the reporting year.

In the case of assets for which there is no active market, fair value is determined on the basis of the price used in recent transactions between independent parties in instruments that are substantially the same, or using other valuation techniques, such as income valuations or based on discounted cash flow analysis.

However, in a few circumstances only, cost may represent an adequate estimate of fair value if, for example, the latest information available to measure fair value is insufficient, or if there is a wide range of possible fair value measurements. Cost is never the best estimate of fair value for investments in listed equity instruments. As the Group does not trade equities, other non-current equity instruments consist of investments in equity instruments below 20% in which the Group does not exercise significant influence.

• at fair value through profit/loss for the year (FVTPL): financial assets are measured upon initial recognition at fair value through profit or loss, determined based on the market value at the end of the reporting date; in the case of unquoted instruments, this amount is determined by means of generally accepted financial valuation techniques based on market information. Fair value gains and losses on assets in this category are recognized in profit or loss. At 31 December 2024, the Group did not hold any financial assets, which are initially measured at fair value.

17. Inventory

Inventory is measured at the lower of the purchase or production cost, including all directly attributable expense, net of discounts and allowances, calculated using the weighted average cost method, and estimated realizable value which can be derived from market prices. Estimated realizable value takes into account market prices, any production costs yet to incur and direct sales costs. Inventory is adjusted for obsolete and slowmoving items through a specific write-down provision.

18. Cash and cash equivalents

This item comprises cash, bank deposits on demand, and other short-term highly liquid financial investments which are easily convertible to cash and not subject to the risk of significant value changes. Cash and cash equivalents are recognized at their nominal amount.

19. Equity

Treasury shares

Treasury shares are measured at historical cost and are recognized as a reduction in equity. The result of the subsequent sale of treasury shares is recognized directly as a change in equity.

Dividends paid

Dividends payable are recognized as a change in equity in the year they are approved by the Shareholders' Meeting or by the Board of Directors in the event of an interim dividend, pursuant to Article 2433 bis of the Italian Civil Code.

20. Post-employment benefits

Post-employment benefits, mandatory for all Italian companies under Article 2120 of the Civil Code, are deferred remuneration and are directly related to the employee's length of service in the company, and to the employee's actual remuneration received during their period of service. Post-employment benefits reported by Italian companies with at least 50 employees are treated as a defined benefit plan only for that part of the liability vested before January 1, 2007 (and not yet paid out at the reporting date), while amounts accruing thereafter are treated as a defined contribution plan. For Italian companies with less than 50 employees, postemployment benefits are considered as a defined benefit plan. All defined benefit plans are discounted. The discounting process, based on demographic and financial assumptions, is performed by independent actuaries. Following the Amendment to IAS 19 - Employee Benefits, the recognition of expense related to work performed and net financial expense are recognized in the income statement, while the recognition of actuarial gains and losses arising from the re-measurement of liabilities and assets are recognized in the statement of comprehensive income.

21. Provisions for risks and charges

Provisions for risks and charges are recognized when the Group has a legal or constructive obligation resulting from a past event and for which a probability exists for the fulfillment of that obligation. The allocations reflect the best estimate of costs based on information currently available in order to meet the obligation at the reporting date, and are discounted when the effect is significant.

22. Payables and other liabilities

The item comprises trade payables, financial payables and payables to banks and other liabilities.

Payables and liabilities are initially recognized at fair value, which basically matches the amounts cashed in or to be cashed in net of transaction costs. Management determines upon initial recognition how financial liabilities are to be classified, in accordance with IFRS 9 criteria and as required by IFRS 7.

Subsequent to initial recognition, payables and liabilities are measured on the basis of their classification in one of the categories under IFRS 9. Specifically, the Group has classified its payables and other liabilities in the amortized cost category, except for derivative instruments, for which reference should be made to the specific paragraph, applying a rate that reduces to zero the sum of the present values of the net cash flows generated by the financial instrument. Instruments due within twelve months are measured at their nominal amount as an approximation of amortized cost.

If the loan agreements provide covenants, which are not fulfilled, and this situation is not remedied before the end of the year, the long-term portion of that loan is classified as current debt.

Payables denominated in a foreign currency are aligned at the exchange rate at the end of the year, and the gains or losses deriving from the adjustment are recognized in the income statement.

23. Liabilities from leases

They represent the present value of payments due for leases (with a term of more than twelve months and not low value), measured at the effective date of the contract and not yet paid at the balance sheet date.

24. Derivative financial instruments

Derivatives are classified as "Hedging derivatives" when they meet the requirements for hedge accounting, otherwise, even if they have been taken out with the intent of managing exposure to risks, they are recognized as "Non-hedging derivatives".

In accordance with the provisions of IFRS 9, the Group has availed itself of the option to continue to apply the methods and requirements established for hedge accounting by IAS 39, previously in force, and thus define the hedge effectiveness relationship relating to the derivative financial instrument. Specifically, financial instruments are accounted for based on the hedge accounting methods adopted by the Group, only when their relationship with the hedged item is formally documented and the hedge effectiveness is high (so-called effectiveness test).

The effectiveness of hedging transactions is documented both at the inception of the hedge and periodically thereafter (quarterly or at least at every reporting date) and is measured by comparing changes in the hedging instrument's fair value with those in the hedged item (dollar offset method) for back testing effectiveness. Prospectively testing effectiveness involves developing aggregate discounted cash flows by year for the hedged item and its hedging derivative (regression method).

When hedging derivatives hedge the risk of change in fair value of the hedged instruments (fair value hedges), the derivatives are recognized at fair value through profit or loss.

The effective portion of changes in the fair value of cash flow hedges, which hedge the exposure to changes in cash flows for the items hedged, is recognized in other comprehensive income and presented in the hedging reserve. The ineffective portion of changes in the fair value of the derivative financial instrument is immediately recognized in profit/loss for the year. If the derivative instrument is sold or no longer qualifies as an effective hedge of the risk for which it was taken out or if the underlying transaction is no longer highly probable, the related portion of the hedging reserve is immediately reclassified to profit or loss.

Regardless of the type of classification, derivatives are measured at fair value, determined by valuation techniques based on market data (such as, inter alia, discounted cash flow, forward currency rate method, Black- Scholes formula and its evolutions).

Specifically, this value is determined using specific pricing instruments based on market parameters (i.e. interest rates, exchange rates and volatilities), recognized on individual valuation dates and compared with the figures communicated by the counterparties.

No derivative financial instruments are active at 31 December 2024.

25. Use of estimates

The preparation of the financial statements and the notes thereto, in application of the IFRS, requires that the Company carry out certain estimates and assumptions which affect the carrying amount of assets and liabilities and disclosures about assets and contingent liabilities at the reporting date. Estimates and assumptions used are based on experience and on other factors considered significant. Actual results may differ from these estimates. Estimates relate mainly to provisions for risks relating to receivables, obsolete inventory, publishing returns, investment measurements, amortization, depreciation, impairment of assets, taxation, provisions for risks and charges, and contingent liabilities. Estimates and assumptions are reviewed regularly and the effects of each variation therein are recognized in the profit and loss in the period in which the estimate was revised. The effects of such revisions are reflected in the periods on which they have effect, i.e. both in the current year, and in future year, if relevant.

Amidst a complex macroeconomic landscape marked by ongoing global crises, the estimates at 31 December 2024 were made based on future assumptions marked by a significant degree of uncertainty. Therefore, one cannot rule out that actual events over the next years may likely have a different outcome to those forecast at 31 December 2024, causing significant adjustments to the carrying amounts of assets and liabilities, amongst

which goodwill, other intangible assets with indefinite useful life, as well as deferred tax assets and the estimated recoverability of receivables.

In this regard, as for goodwill and other intangible assets with indefinite useful life, a number of sensitivity analyses were performed, as commented on in Note 18 "Intangible assets".

Determination of the recoverable value of non-current assets

The Group revises periodically the carrying amount of intangible assets even in the absence of impairment indications, to verify that they are not recorded at a higher amount than their recoverable value. When indicators of impairment are identified, the carrying amounts of property and plant are also promptly reviewed. More specifically, goodwill relating to cash generating units and intangible assets with indefinite useful life are measured at least annually even in the absence of impairment indicators.

The recoverable value of the goodwill defined by each impairment test is sensitive to changes in the assumptions used, e.g. the rate of growth of revenue, forecast changes in the EBITDA and, among the valuation parameters, the discount rate (WACC) and the consistency of financial projections beyond the period of the plan (g equal to zero, in nominal terms). In turn, the WACC is sensitive to changes in its own components, including the risk free rate that summarizes country risk.

Allowance for impairment

The allowance for impairment reflects Management's estimate regarding the losses on the portfolio of receivables from end customers. The allowance for impairment is estimated based on the losses expected by the Group, based upon past experience for similar receivable, current and past due dates, losses and receipts, forecast models of expected losses, arising from the careful monitoring of receivables management and from projections on market and economic conditions.

The persisting uncertainty factors in the short and medium economic term, along with the resulting credit squeeze, could result in further deterioration of the financial conditions of Group debtors compared to deterioration already considered in the quantification of the recognized allowance for impairment.

Deferred tax assets

Deferred tax assets are recorded to the extent to which it is considered probable that future taxable income will be generated to allow the utilization of deductible temporary differences. The recoverable value of deferred tax assets is periodically reviewed according to the future taxable income foreseen in the Group's most recent plans.

Provisions for risks and charges

The allocations to the provisions for risks and charges relating to contingent liabilities of a legal or tax nature are made on the basis of estimates made by the Directors, on the basis of valuations made by the Company's legal and tax advisers on the probable charge that can be reasonably expected to fulfill the obligation.

26. Translation of foreign currency items

Transactions in foreign currency are initially recognized at the exchange rate in force on the transaction date. Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate in force at year end.

Non-monetary items valued at historical cost in foreign currency are converted at the exchange rate ruling on the transaction date. Non-monetary items recognized at fair value in foreign currency are converted at the exchange rate ruling on the fair value measurement date.

If a designated fair value hedging relationship has been set up between a hedging instrument and an element being hedged in foreign currency, the accounting treatment applied is the same as for hedges, as explained

under "Derivative financial instruments".

Upon consolidation, the financial statements of the foreign subsidiaries in a currency other than the Euro are translated adopting, for the figures of the statement of financial position, the spot exchange rate at the end of the period, and for the income components of the income statement, the average rate of the year. The resulting translation differences are recognized in a separate equity reserve named Translation Reserve.

27. Risk management

The main fiscal, legal and financial risks the Cairo Communication Group is exposed to, as well as the policies put in place by Management for their management, are explained in Note 41. Reference is made to the Directors' Report on Operations for operational and business risks.

Accounting standards, amendments and interpretations effective as of 1 January 2024

As of 1 January 2024, amendments to the following standards came into effect:

  • Amendment to IAS - 1 Classification of liabilities as current or non-current and Non-current liabilities with clauses. These changes aim to clarify how to classify payables and other short-term or long-term liabilities. The amendments also improve the information that an entity must provide when its right to defer settlement of a liability for at least twelve months beyond the year-end date is subject to the company's compliance with certain parameters (i.e., covenants).
  • Amendment to IFRS 16 - Lease liability in a sale and leaseback. The document requires the seller-lessee to measure the lease liability arising from a sale and leaseback transaction in a way that it does not recognize the gain or loss that relates to the right of use it retains;
  • Amendment to IAS 7 and IFRS 7 - Supplier Finance Arrangements. The amendment requires specific disclosures about supply chain finance arrangements, enabling users of financial statements to assess the effects of these arrangements on the entity's liabilities, cash flows, and exposure to liquidity risk.

The adoption of these amendments had no impact on this Annual Report of the Group.

Accounting standards, amendments and interpretations endorsed by the EU, not yet mandatorily applicable, and not adopted in advance by the Group

Amendment to IAS 7 and IFRS 7 - Supplier Finance Arrangements. The amendment requires specific disclosures about supply chain finance arrangements, enabling users of financial statements to assess the effects of these arrangements on the entity's liabilities, cash flows, and exposure to liquidity risk.

Accounting standards, amendments and interpretations yet to be endorsed by the EU and applicable from financial periods after 1 January 2024

The following are the amendments that have yet to be endorsed and have not been adopted in advance by the Group, on which an assessment of their impact is in progress, with indication of the effective date:

  • IFRS 18 - Presentation and Disclosure in Financial Statements. The new standard applies as of 1 January 2027.
  • IFRS 19 - Subsidiaries without Public Accountability: Disclosures. The new standard applies as of 1 January 2027.
  • Amendment to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments. The amendments apply as of 1 January 2026.
  • Annual Improvements to IFRS Accounting Standards-Volume 11. Contains clarifications, simplifications, corrections and amendments to IFRS accounting standards aimed at improving consistency. The amendments apply as of 1 January 2026. Early application is allowed. The accounting standards involved are:
    • IFRS 1 First-time Adoption of International Financial Reporting Standards;
    • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
    • Amendment to IAS 21 – Lack of exchangeability. The amendments apply as from 1 January 2025.

NOTES TO THE CONSOLIDATED INCOME STATEMENT

The following is the analysis of the main items of revenue and cost for the year ended 31 December 2024. All the amounts indicated are shown in millions of Euro. The comparative figures refer to the Annual Report at 31 December 2023.

In 2024, with regard to EBITDA, non-recurring income and expense came to Euro -4.2 million, a difference of Euro -3.8 million versus 2023, when the net effect of non-recurring income and expense was equal to Euro -0.4 million.

1. Net revenue

The table below shows gross operating revenue, agency discounts and net operating revenue:

Gross operating revenue 1,100.3 1,113.9
Advertising agency discounts (63.0) (62.6)
Net operating revenue 1,037.3 1,051.3
Description 2024 2023
Gross operating revenue 1,100.3 1,113.9
Advertising agency discounts (63.0) (62.6)
Net operating revenue 1,037.3 1,051.3
Revenue is generated mainly in Italy and in Spain. An analysis of revenue by business segment is provided in
Note 14.
The breakdown of gross operating revenue can be analyzed as follows:
Description 2024 2023
TV advertising 156.9 150.3
Advertising on print media, Internet and sporting events 400.6 410.2
Other TV revenue 4.6 4.3
Magazine over-the-counter sales and subscriptions 388.0 404.3
VAT relating to publications (4.2) (4.5)
Sundry revenue 154.5 149.3
Total gross operating revenue 1,100.3 1,113.9
products) and lower advertising revenue were only partly offset by growth in sundry revenue.
As explained more in detail in the Directors' Report, in the year under review:
circulation revenue (including the subscription portion) amounted to Euro 388 million, Euro 324.9 million of
which attributable to the RCS Group and Euro 63.1 million to Cairo Editore magazines;
gross advertising sales from Group publications, Group websites and sporting events amounted to Euro 390
million, attributable mainly to the RCS Group (Euro 378.1 million) and to Cairo Editore titles (Euro 10.9
million);
gross advertising sales on La7 and La7d channels (also including revenue to Group companies) totaled
approximately Euro 157.4 million (Euro 150.8 million in 2023), while the Caccia e Pesca channel of RCS
contributed Euro 0.4 million;
net of agency discounts of Euro 63 million, net advertising revenue amounted to Euro 494.5 million, of which
Euro 340.7 million attributable to the RCS Group.
Sundry revenue, amounting to Euro 154.5 million, includes mainly revenue from the two television channels
through the multiplex owned by the subsidiary Unidad Editorial, revenue from sporting events, distribution
and direct marketing activities, and other operating revenue.
* * *
  • circulation revenue (including the subscription portion) amounted to Euro 388 million, Euro 324.9 million of which attributable to the RCS Group and Euro 63.1 million to Cairo Editore magazines;
  • gross advertising sales from Group publications, Group websites and sporting events amounted to Euro 390 million, attributable mainly to the RCS Group (Euro 378.1 million) and to Cairo Editore titles (Euro 10.9 million);
  • gross advertising sales on La7 and La7d channels (also including revenue to Group companies) totaled approximately Euro 157.4 million (Euro 150.8 million in 2023), while the Caccia e Pesca channel of RCS contributed Euro 0.4 million;
  • net of agency discounts of Euro 63 million, net advertising revenue amounted to Euro 494.5 million, of which Euro 340.7 million attributable to the RCS Group.

2. Other revenue and income

"Other revenue and income", amounting to Euro 58 million (Euro 48 million in 2023), Euro 44.6 million of which attributable to the RCS Group (Euro 37.8 million in 2023), includes revenue from pulp and paper sales, charging of technical advertising costs, rental income, prior-year income, income from grants received and other items of revenue other than operating revenue.

The change is attributable mainly to higher income from grants. This item includes mainly the paper grant on subsidized paper purchase and consumption for 2023, pursuant to the provisions of Article 188 of Law Decree No. 34 of 19/05/2020 (converted with amendments by Law No. 77 of 17/07/2020), Article 1, paragraph 319, of Law No. 213 of 30 December 2023 (Finance Law 2024), Article 4, paragraphs 182 to 186, of Law No. 350 of 24 December 2003 (Finance Law 2004), and Prime Minister's Decree No. 318 of 21.12.2004. It also includes the extraordinary subsidy for each print copy of newspapers and magazines sold in 2022, pursuant to Article 3 of Prime Minister's Decree of 10 August 2023 and Article 1 of the Order of the Head for the Department for Information and Publishing of 4 July 2024, along with an adjustment of the extraordinary subsidy for each print copy of newspapers and magazines sold in 2021, pursuant to Article 3 of the Prime Minister's Decree of 28 September 2022 and Article 1 of the Order of the Head for the Department for Information and Publishing of 12 September 2023, as well as grants received by RCS Sport for promotional activities carried out.

* * *

3. Change in inventory of finished products

The item, amounting to Euro -0.1 million (Euro -0.7 million in 2023), arises from the use of the magazine sales during the ordinary course of business relating to Group companies.

* * *

4. Raw and ancillary materials and consumables

The details of costs for raw and ancillary materials and consumables are as follows:

Description 2024 2023
Paper 50.6 58.5
Finished products, equipment and sundry materials 41.2 41.4
Change in inventory of paper, equipment and sundry materials, TV 1.9 13.3
programmes and the like
Total raw and ancillary materials and consumables 93.7 113.2

This item, amounting to Euro 93.7 million, refers mainly to the publishing activities of Cairo Editore, La7 and the RCS Group. The decrease of Euro 19.5 million versus the prior year is attributable mainly to lower paper purchasing costs due to both lower prices and, to a lesser extent, lower volumes.

RCS Group's costs for raw and ancillary materials and consumables amounted to Euro 78.7 million.

* * *

5. Cost of services

The item mainly comprises direct costs of advertising agencies, external processing, consultancies and collaborations mainly for bordereau, TV costs, promotion costs, organization costs and overheads. Costs of services are broken down as follows:

Description 2024 2023
Direct brokerage costs 35.3 38.8
Professional services, consulting and other administrative costs 38.8 35.1
Consultancy services and publishing collaborations 35.8 37.6
External processing 61.6 67.6
Transport costs 97.5 102.7
Sub-contracted TV programmes 20.4 19.4
Professional and artistic services and other TV consulting 9.6 9.5
Shooting, crew, editing, and outdoor TV activities 0.9 0.9
News and sport information services and TV news agency 1.2 1.3
TV broadcasting services 0.2 0.2
TV artwork 0.5 0.5
Outdoor TV links 0.9 0.9
Advertising and promotion 34.9 36.7
Other organization costs and overheads 103.3 98.9
Total service costs 440.9 450.1

This item, amounting to Euro 440.9 million (Euro 450.1 million in 2023), dropped by Euro 9.2 million versus the prior year.

Actions linked to cost containment and efficiency recovery continued, alongside effective measures taken to promptly adjust the company's organization to the changed environment.

* * *

6. Rentals and leases

The item amounted to Euro 31.4 million (Euro 30.6 million at 31 December 2023) and includes mainly costs for journalistic, sport and TV programme rights, and royalties for copyrights, as well as lease payments related to short term and low cost leases, outside the application of IFRS 16.

Description 2024 2023
Lease payments for property 0.6 1.4
Rental of TV studios 0.1 0.1
Rental fees for TV studio equipment 0.9 0.9
TV programme rights 0.2 0.4
Sport rights 0.5 0.4
Journalistic rights 2.6 2.7
Copyright (SIAE, IMAIE, SCF, AFI) 4.0 3.7
Royalty expense and sundry rights 13.8 12.2
Other rentals and leases 8.7 8.8
Total rentals and leases 31.4 30.6

The item includes costs for rentals and leases attributable to the RCS Group of Euro 21.5 million (Euro 20.8 million in 2023), consisting mainly of literary rights, royalties payable and photographic reports of Euro 12.7 million (Euro 11.3 million in 2023).

* * *

7. Personnel expense

The item can be analyzed as follows:

Description 2024 2023
Wages and salaries 233.7 236.7
Social security charges 75.4 74.1
Post-employment benefits 12.9 13.2
Other personnel expense 1.9 (2.2)
Total personnel expense 323.9 321.8

Personnel expense amounted to Euro 323.9 million (Euro 321.8 million in 2023) and includes personnel expense of Euro 246.5 million attributable to the RCS Group (Euro 243.5 million in 2023). The item includes non-recurring expense from the corporate reorganization process for Euro 4.2 million (Euro 1.8 million in 2023).

* * *

8. Amortization, depreciation, provisions and write-downs

This item can be analyzed as follows:

Description 2024 2023
Amortization of intangible assets 40.7 38.6
Depreciation of property, plant and equipment 10.3 10.4
Amortization/depreciation of rights of use on leased assets 24.2 25.4
Write-down of fixed assets 1.7 0.5
Allocations to the allowance for impairment 6.0 4.3
Allocations to the provisions for risk and charges 1.1 1.4
Total amortization, depreciation, provisions and write-downs 84.0 80.6

This item, amounting to Euro 84 million (Euro 80.6 million in 2023) increased by Euro 3.4 million. The application of IFRS 16 resulted in amortization and depreciation of Euro 24.2 million. Mention should be made that amortization attributable to the amounts allocated to intangible assets (previously unrecognized) with finite useful life under the "acquisition method" in the business combination of RCS, amounted for the year ended 31 December 2024 to Euro 1.7 million.

Write-downs at 31 December 2024 of Euro 1.7 million refer to Sfera's childhood titles, which were written down following the results of the impairment test.

Goodwill and titles with indefinite useful life are not amortized, but are tested at least annually to identify any impairment losses.

* * *

9. Other operating costs and gains (losses) from derecognition of trade and other receivables.

"Other operating costs" can be detailed as follows:

Description 2024 2023
Deductible and non-deductible tax paid during the year 3.9 4.2
Other operating expense 13.5 11.1
Total other operating costs 17.4 15.3

Other operating expense, up by Euro 2.4 million versus the prior year, includes membership fees, contributions, entertainment expense, donations and transaction charges.

"Gains (losses) from the derecognition of trade and other receivables" amounted to Euro 1.3 million (Euro 0.1 million in 2023) and refer mainly to losses on trade receivables of M-dis Distribuzione Media.

* * *

10. Other gains (losses) from financial assets/liabilities

The item of Euro 0.1 million is composed as follows:

Description 2024 2023
Capital gains (losses) from the disposal of investments 1.2
Income (expense) from equity-accounted investees 0.1 0.1
(Write-down)/write-back of receivables and other financial assets
Total other income (expense) from financial assets/liabilities 0.1 1.3

In 2023, the item amounted to a positive Euro 1.3 million and included mainly the capital gain earned from the disposal of an investee of M-dis Distribuzione Media.

* * *

11. Financial income (expense)

Net financial expense, amounting to Euro 9.8 million (Euro 12.7 million in 2023), decreased by Euro 2.9 million.

The details of this item are as follows:

Description 2024 2023
Interest income on bank accounts, loans and receivables 0.7 0.5
Gains on derivatives 0.1 1.3
Other 3.1 1.6
Total financial income 3.9 3.4
Bank interest expense (0.5) (0.4)
Interest income on loans (2.7) (4.1)
Losses on derivatives (0.1) (0.1)
Interest on lease payables - IFRS 16 (3.3) (3.1)
Sundry financial expense (7.1) (8.4)
Total financial expense (13.7) (16.1)
Net financial expense (9.8) (12.7)

"Sundry financial expense" includes financial expense from discounting, foreign exchange losses, bank fees and expense.

* * *

12. Non-recurring income and expense

In accordance with CONSOB Resolution no. 15519, the main components of income (positive and/or negative) deriving from events or transactions, the occurrence of which is non-recurring, or deriving from transactions or events that are unlikely to occur frequently in the normal course of business, are shown below.

Description Non Non Total Reported % of
recurring recurring total reported
expense income total
Personnel expense (4.2) - (4.2) (323.9) 1.3%
Total impact on EBITDA (4.2) (4.2)
Provision for risks (2.8) 4.1 1.3 (84.0) (1.5%)
Total non-recurring income and expense (7.0) 4.1 (2.9)

In 2024, net non-recurring expense impacting EBITDA amounted to Euro 4.2 million, attributable entirely to personnel expense.

At 31 December 2023 net non-recurring expense totaled Euro 0.4 million.

13. Income tax for the year

Income tax for the year shows a balance of Euro 23.2 million (Euro 14.3 million in 2023). This item can be analyzed as follows:

Description 2024 2023
IRES for the year 17.7 10.0
IRAP for the year 5.4 4.2
Deferred tax assets and liabilities 0.1 0.1
Total income tax 23.2 14.3

The reconciliation of the effective and theoretical tax charge can be analyzed as follows:

Description 2024 2023
Profit (loss) before tax 92.8 75.4
Theoretical tax expense 22.3 18.1
Tax effects from the consolidation and the purchase price allocation of RCS (0.4) (0.4)
Tax effect of other permanent differences (4.1) (7.6)
IRAP 5.4 4.2
Current and deferred income tax for the year 23.2 14.3

For a clearer understanding of the reconciliation of the effective and theoretical tax charge, IRAP has not been taken into account as this is not based on profit before tax, and this would generate a distorting effect between one year and the other. The theoretical tax charge has been calculated using the current IRES tax rate of 24%. The change from the prior year reflects mainly the higher taxable results of the Group, along with the reduced impact of positive effects related to non-taxable items in the year and the negative effect of the repeal of the "Aid to Economic Growth" (ACE) incentive.

With regard to tax year 2024, based on the analysis performed, there is no supplementary tax arising from the Pillar Two regulations with regard to any of the Group's jurisdictions of establishment.

For more details, see Note 9 of "Basis of preparation" of this Annual Report.

* * *

14. Segment reporting

For a clearer understanding of the Group's economic performance, the analysis is focused on the results achieved during the year by each business segment, which has been identified, in compliance with IFRS 8 – Operating segments, based on internal reporting which is regularly examined by the directors.

The Group is organized in business units, each in turn structured around specific products and services, and presents six reportable business segments:

  • Magazine publishing Cairo Editore, the Group operates as a publisher of magazines and books through its subsidiaries (i) Cairo Editore - which incorporated Editoriale Giorgio Mondadori in 2009 and publishes weeklies "Settimanale DIPIU'" and "DIPIU' TV", supplements "Settimanale DIPIU' e DIPIU'TV Cucina e Stellare", "Diva e Donna" and the fortnightly "Cucina Mia", "TV Mia", "Nuovo", "F", "Settimanale Giallo", "Nuovo TV", "Enigmistica Più", "Enigmistica Mia" and monthlies "Natural Style", Bell'Italia", "Gardenia", and "Arte" - and (ii) Cairo Publishing, publisher of books;
  • Advertising, the segment includes the two companies Cairo Communication S.p.A. and CAIRORCS Media S.p.A., and operates in advertising sales for RCS's print and online titles, for Cairo Editore's magazines, in TV advertising sales for La7 and La7d, for the sale of stadium signage and space at the Olimpico in Turin for Torino FC, and in advertising sales for a number of other third-party publishers;
  • TV publishing La7 and network operator, the segment includes La7 S.p.A., which operates as a television publisher for La7 and La7d, and Cairo Network S.r.l. which, in 2014, took part in the procedure called by the Ministry of Economic Development, by being awarded the rights to use a lot of frequencies ("mux"). With the acquisition and realization of the mux, the Cairo Communication Group started operations as a network

operator;

RCS, in 2016 the Group started operations in the daily newspaper publishing segment with the acquisition of the control of RCS. RCS, both directly and indirectly through its subsidiaries, publishes and distributes - in Italy and Spain - daily newspapers and magazines (weeklies and monthlies), and is also involved in print media and online advertising sales in Spain, and in the distribution of editorial products at newsstands. In Italy, RCS has also minor operations on the pay TV market with the satellite and OTT TV channel Caccia e Pesca, and with the web TV channels of Corriere della Sera and of La Gazzetta dello Sport.

In Spain, it is active with the leading national sports radio Radio Marca and the web TV of El Mundo, and broadcasted in 2024 the two digital TV channels GOL and Dmax, whose content is produced by third parties. RCS also organizes, through RCS Sport and RCS Sports & Events, major world sporting events (such as Giro d'Italia, the UAE Tour, and the Milano City Marathon), and is well-positioned as a partner in the creation and organization of events through RCS Live.

With Solferino - i libri del Corriere della Sera, RCS is active in book publishing and since March 2019 has operated RCS Academy, the new Business School of the RCS Group;

2024 Magazine Advertising TV RCS Intra and Total
(€ millions) publishing publishing unallocate
Cairo La7 and d
Editore network
Net operating revenue 70.0 345.6 operator
120.3
819.2 (317.7) 1,037.3
Change in inventory (0.0) - - (0.1) - (0.1)
Other income 10.5 8.7 2.6 44.6 (8.4) 58.0
Total revenue 80.4 354.3 122.9 863.7 (326.1) 1,095.2
Production costs (53.8) (328.9) (64.1) (463.8) 325.8 (584.7)
Personnel expense (14.8) (23.2) (37.6) (244.0) (0.1) (319.7)
Non-recurring income (expense) (0.7) (1.0) - (2.5) - (4.2)
EBITDA 11.1 1.2 21.1 153.5 (0.4) 186.6
Amortization, depreciation, provisions and (1.2) (2.7) (18.2) (62.2) 0.4 (84.0)
write-downs
EBIT
9.9 (1.5) 2.9 91.3 0.0 102.6
Other gains (losses) from financial (0.0) - - 0.1 - 0.1
assets/liabilities
Net financial income (expense)
0.0 (2.6) 1.2 (8.5) 0.1 (9.8)
Profit (loss) before tax 9.9 (4.1) 4.1 82.8 0.1 92.8
Income tax (2.0) 0.5 (1.0) (20.7) (0.0) (23.2)
Profit (loss) for the period 7.9 (3.6) 3.1 62.1 0.1 69.6
Non-controlling interests - 0.4 - (24.8) (0.0) (24.4)

2023
(€ millions)
Magazine
publishing
Advertising TV
publishing
RCS Intra and
unallocate
Total
Cairo
Editore
La7 and
network
d
operator
Net operating revenue 77.6 350.2 117.0 826.1 (321.4) 1,049.4
Change in inventory (0.0) - - (0.7) - (0.7)
Other income 9.7 6.7 1.0 37.8 (7.1) 48.0
Total revenue 87.2 356.9 118.0 863.2 (328.5) 1,096.8
Production costs (63.3) (330.1) (63.3) (480.8) 328.5 (608.9)
Personnel expense (16.1) (24.0) (38.1) (241.7) (0.1) (320.0)
Non-recurring income (expense) - - - (0.4) - (0.4)
EBITDA 7.9 2.8 16.6 140.2 (0.0) 167.5
Amortization, depreciation, provisions and (1.4) (2.5) (17.2) (59.5) 0.0 (80.6)
write-downs
EBIT
6.5 0.3 (0.6) 80.7 (0.0) 86.9
Other gains (losses) from financial - - - 1.3 - 1.3
assets/liabilities
Net financial income (expense)
0.3 (2.2) 0.8 (11.6) (0.0) (12.8)
Profit (loss) before tax 6.8 (1.9) 0.2 70.4 (0.0) 75.4
Income tax (1.0) 0.0 (0.1) (13.3) (0.0) (14.3)
Profit (loss) for the period 5.8 (1.9) 0.1 57.2 (0.0) 61.1
Non-controlling interests - 0.1 - (22.8) 0.0 (22.7)

Management monitors the operating results of business units separately in order to decide on the allocation of resources and the evaluation of results. Transfer prices between business segments are established based on market conditions applicable in transactions with third parties.

Segment statement of financial position figures, specifically, total assets for each reportable segment, do not represent amounts regularly provided to the chief operating decision-maker. These details are, therefore, not provided in these notes in accordance with the amendment of IFRS 8 - Operating segments.

* * *

15. Earnings per share

Earnings per share are calculated dividing the financial results of the Group by the weighted average of outstanding shares, excluding the weighted average of treasury shares. Specifically:

Description 2024 2023
€ millions
Profit from continuing operations attributable to the owners of the parent 45.2 38.4
Profit (loss) from discontinued operations - -
Profit (loss) for the year 45.2 38.4
Weighted average number of shares outstanding 134,416,598 134,416,598
Weighted average number of treasury shares (779) (779)
Weighted average number of shares to calculate earnings per share 134,415,819 134,415,819
Euro:
Earnings per share attributable to continuing operations 0.336 0.286
Earnings (loss) per share attributable to discontinued operations - -
Net earnings per share 0.336 0.286

Diluted earnings per share are not calculated as there are no shares with a potential dilutive effect.

NOTES TO THE STATEMENT OF FINANCIAL POSITION

16. Property, investment property, plant and equipment

The movements in PPE can be analyzed as follows:

Description Land and
property
Plant and
equipment
Other
assets
Fixed
assets
under
Investment
property
Total
Carrying amounts at 75.9 16.9 6.3 1.3 6.7 107.1
31/12/2023
Acquisitions
0.4 2.5 3.0 0.3 - 6.2
Sales/Disposals - - - - - -
Depreciation and write (2.9) (5.1) (2.2) - (0.1) (10.3)
downs
Other changes
0.7 - 0.6 (1.3) - -
Carrying amounts at
31/12/2024
74.1 14.3 7.7 0.3 6.6 102.9

The item, amounting to Euro 102.9 million, shows a drop of Euro 4.2 million versus 31 December 2023. Specifically, the item includes:

  • land and property for Euro 74.1 million. The item include the building and land in Via Solferino in Milan, the historical HQ of Corriere della Sera, owned industrial buildings (in particular the industrial complex in Pessano con Bornago), as well as improvements made to the offices on Via Rizzoli and Via Solferino and to other thirdparty industrial buildings.
  • plant and equipment amounting to Euro 14.3 million, comprised mainly of production facilities for the printing of newspapers and magazines;
  • other assets amounting to Euro 7.7 million, comprised mainly of servers for data storage to support publishing and management systems, personal computers, various electronic devices, furniture and fittings;
  • investment property for Euro 6.6 million relating mainly to RCS Group industrial buildings that are currently unused, located in Madrid and Turin.

***

17. Rights of use on leased assets

This item includes rights of use on leased assets recognized in the financial statements following application of IFRS 16 as from 1 January 2019.

Description Rights of use Rights of Rights of
Rights of use
Total
property use use other motor
facilities assets vehicles
Carrying amounts at 111.5 12.7 - 6.2 130.4
31/12/2023
Additions
25.4 - 0.2 3.8 29.4
Decreases - - - (0.2) (0.2)
Depreciation (20.2) (1.2) (2.7) (24.2)
Other changes - - - - -
Carrying amounts at
31/12/2024
116.7 11.5 0.2 7.0 135.5

At 31 December 2024, rights of use amounted to Euro 135.5 million, up by Euro 5 million versus the prior year. The change is due to net increases of Euro 29.2 million, mainly as a result of the new lease agreement

for Unidad Editorial's headquarters in Madrid and the revision of the lease agreement for certain offices in Via Rizzoli – Milan, to the adjustment of rents to the current inflation rate, and to amortization and depreciation for the period of Euro 24.2 million.

For an analysis of the maturity dates of lease liabilities, reference is made to Note 41 below.

18. Intangible assets

The movements in intangible fixed assets can be analyzed as follows:

Description Television
rights
Concessions
licenses, trademarks
and publishing titles
Goodwill Other
intangible
fixed assets
Fixed assets
under
development
Total
Carrying amounts at 31/12/2023 14.0 775.7 195.5 0.3 1.8 987.3
Additions 13.6 17.4 - 0.5 7.1 38.6
Amortization and write-downs (13.2) (28.8) - (0.4) - (42.4)
Other changes 0.8 0.7 - - (1.5) -
Carrying amounts at 31/12/2024 15.2 765.0 195.5 0.4 7.4 983.5

The breakdown of intangible fixed assets based on their useful life can be analyzed as follows:

Description Television
rights
Concessions
licenses, trademarks
and publishing titles
Goodwill Other intangible
fixed assets
Fixed assets
under
development
Total
Indefinite useful life - 656.6 195.5 - - 852.1
Finite useful life 15.2 108.4 - 0.4 7.4 131.4
Carrying amounts at 31/12/2024 15.2 765.0 195.5 0.4 7.4 983.5

Television rights

"Television rights" includes the investments made by La7 S.p.A. in registration rights (with a duration of over 12 months) for the broadcasting of films, series and soaps, as well as investments by RCS in rights for audiovisual works and executive productions broadcast on satellite channels Caccia e Pesca and the purchase of literary rights by Unidad Editorial.

Concessions, licenses, trademarks and publications

"Concessions, licenses, trademarks and titles" at 31 December 2024 included mainly:

  • the fair value of Euro 348.8 million attributed to Italian trademarks and daily newspaper titles with indefinite useful life, and the fair value of Euro 295.2 million attributed to Spanish daily newspaper titles with indefinite useful life. RCS publishes the newspapers Corriere della Sera and La Gazzetta dello Sport in Italy, and the newspapers El Mundo, Marca and Expansion in Spain. In 2024, as explained in the Directors' Report on Operations, Corriere della Sera, La Gazzetta dello Sport, Marca and Expansión continued to lead their respective segments;
  • the fair value, net of accumulated amortization at 31 December 2024, of Euro 36.3 million attributed to Italian trademarks and magazine titles with finite useful life, and the fair value of Euro 9.6 million attributed to Spanish magazine titles with finite useful life;
  • investments made for the acquisition of television licenses (Veo Television) and radio licenses (Radio de Aragon) valued with indefinite useful life (Euro 12.6 million);

  • the rights to use TV frequencies for digital terrestrial broadcasting systems (Euro 23.8 million) of Cairo Network.
  • other intangible assets of Euro 38.7 million, consisting mainly of expense incurred for the development of websites and new web projects in Italy and Spain, including new RCS Group digital advertising projects and enhancement of Group infrastructures.

Trademarks and titles with indefinite useful life are not subject to amortization and are regularly tested for impairment, while trademarks and titles with finite useful life are subject to the amortization process based on the duration of their useful life (30 years) and, in the presence of impairment indicators, tested for impairment to measure any potential indication of impairment with respect to their recoverable value.

Goodwill

The item, amounting to Euro 195.5 million, includes:

  • goodwill for Euro 188.3 million, deriving from the business combination of the RCS Group, determined as the residual value of the difference between the cost of the transaction and equity acquired, after all the assets and liabilities under the transaction had been expressed at fair value and allocated to the RCS Group as a whole.
  • goodwill for Euro 7.1 million, relating to the cash generating units (CGU) represented by Cairo Editore's magazine publishing segment, to the advertising segment and to Il Trovatore. Pursuant to IAS 36, goodwill is tested for impairment at least annually using the methods outlined in the section on the impairment test process.

Assets under development

• "Assets under development" for Euro 7.4 million includes TV rights to be exploited in future years, as well as costs incurred for development of information technology projects, which are waiting to go into operation.

Impairment test

Pursuant to IAS 36, intangible assets with indefinite useful life, goodwill and assets under development are not amortized, but are subject to verification of their recoverable value (impairment test) in the presence of events or circumstances that may entail a risk of impairment and, nonetheless, at least annually. The recoverability of the value of assets with finite useful life, which are subject to amortization on the basis of their useful life, is assessed in the presence of indicators suggesting a risk of impairment.

The following are the assets with indefinite useful life booked in the consolidated financial statements of Cairo Communication following the business combination of the RCS Group, which were tested for impairment at 31 December 2024:

  • Italian daily newspaper titles referable to the Corriere della Sera and La Gazzetta dello Sport systems, events (and their related websites and trademarks) booked for a total of Euro 348.8 million;
  • the Spanish daily newspapers falling under the El Mundo, Marca and Expansion systems, booked for a total of Euro 295.2 million;
  • a number of television and radio licenses, booked for a total of Euro 12.6 million;
  • goodwill arising from the business combination of the RCS Group, amounting to Euro 188.3 million, which was allocated for impairment purposes to the RCS Group as a whole.

The recoverable value of trademarks and titles and goodwill arising from the RCS Group business combination was determined with the support of an independent expert.

The recoverable value of Spanish television and radio licenses was assessed by means of analyses conducted by the subsidiary RCS.

An assessment was also conducted by the Group to determine whether risks associated with environmental topics, both physical and transitional, could significantly impact the estimated recoverable amount. In the event that a climate-related parameter is identified as a key assumption, it would in fact require an adjustment of the key assumptions in the plan to reflect its impacts in the cash flow projection. As explained in the "Consolidad

Sustainability Reporting" section of the Directors' Report on Operations, to which reference should be made, to date the Group does not appear to be particularly exposed to risks related to climate change, partly in view of the nature of its business.

The Group, in any case, constantly monitors these as to prevent and mitigate potential impacts, taking them into account, where significant, in its assessments.

The impairment tests, performed with the support of the independent expert, were made both in keeping with the previous method (approach before IFRS 16), and through a valuation that considered the effects of the application of IFRS 16 on the parameters relevant for impairment purposes.

For the valuation "before IFRS 16", invested capital does not take account of the rights of use on lease contracts and consistently the expected cash flows used in the calculation of the recoverable value include the rental cost. The WACC applied for the discounting of cash flows, net of the above IFRS 16 effects, was determined in the same manner at 31 December 2023.

Specifically, the recoverable value was determined as follows:

• for the Italian trademarks and titles and for goodwill arising from the RCS Group business combination, cash flows were inferred based on forecasts from the RCS Group's 2025-2027 Plan (approved by the RCS Board of Directors on 18 March 2025).

The cash flows, in compliance with the provisions of IAS 36, were projected for valuation purposes to be constant in nominal terms (growth rate g = 0). These flows were then discounted based on a rate defined as a weighted average cost of capital WACC of 8.59% (9.18% at 31 December 2023) for trademarks and titles and 8.70% for goodwill (9.23% at 31 December 2023). At the balance sheet date, the capitalization of RCS is lower than the carrying amount of the RCS Group included in the consolidated financial statements.

The values obtained underwent a sensitivity analysis, by varying the discount rate (WACC) and the growth rate of the final value (g), with discrete changes of 50 basis points, and reducing, as suggested by ESMA, the expected EBITDA values in the period and included in the final value of -10%.

None of the above scenarios show indications of impairment losses.

Additionally, further sensitivity analysis was conducted in terms of cash flow reduction in order to verify the sustainability of the carrying amount of goodwill and trademarks and titles. A specific scenario was also envisaged to determine the extent of the reduction in the EBITDA Plan (linear and in perpetuity) in order to bring the value in use back to the book value of these assets. This analysis too confirmed the reasonableness of the results reached.

• for the Spanish daily newspapers El Mundo, Marca and Expansion, based on forecast cash flows for 2025- 2029 developed on the basis of the Unidad Editorial Plan also approved by Unidad Editorial's Board of Directors on 13 March 2025. Forecast cash flows for 2025-2029, projected for valuation purposes to be constant in nominal terms (growth rate g = 0), were discounted at a rate considered to represent the weighted average cost of capital WACC equal to 8.93% (9.33% at 31 December 2023). No evidence of impairment arose from the analysis performed. Sensitivity analyses were also conducted for the Spanish daily newspapers, and the results further confirmed their fairness.

"Post IFRS 16", for the RCS Group as a whole, the carrying amounts increased due to the recognition of rights of use on leased assets; consistently, the expected cash flows used in the calculation of the recoverable value do not include the cost of lease payments. For such valuation, the flows were discounted on the basis of a rate defined as the weighted average cost of capital WACC of 8.42% for goodwill (8.94% at 31 December 2023). The analysis performed to carry out the impairment test and assess the possible impact of the effects (on the financial position, cash flows and income) of the introduction of the IFRS 16 - Leases on the results deriving from the impairment process, showed that even the impairment process carried out on the basis of an IFRS 16 compliant presentation does not change, at 31 December 2024, the results obtained and the conclusions by adopting the previous method.

With regard to the Spanish daily newspaper titles El Mundo, Marca and Expansion, and the Spanish magazine titles with finite useful life, which were attributed, in the context of the business combination of the RCS Group, a fair value equal to the value recorded in the consolidated financial statements of the RCS Group at the acquisition date, RCS prepared an autonomous impairment test with assistance from an independent expert, who indicated no impairment. For RCS's financial statements, the values of the television (Veo Television) and radio (Radio de Aragon) licenses were also subject to impairment.

The book value of goodwill relating to the CGUs represented by Cairo Editore's magazine publishing segment and the advertising segment was also subject to test and showed no impairment.

In light of the current environment, certain intangible assets with finite useful life, in particular the RCS Group's Italian and Spanish magazines with finite useful life, were tested for impairment. No evidence of impairment arose from the analyses performed.

* * *

19. Investments

The item, amounting to Euro 30.3 million, includes the investments in associates and joint ventures (Euro 25.5 million) and investments in companies that are neither controlling nor trading (Euro 4.8 million). The item is broken down as follows:

Description Net Acquisitions, Effect of Effect of Disposal Dividends Carrying
carrying share capital measurem fair s paid amount
amount at increases ent value at
31/12/2023 and coverage at equity measure 31/12/202
of losses ment 4
GD Media Service S.r.l. 0.5 - 0.1 - - - 0.6
Escuela de Cocina Telva S.L. 0.0 - (0.0) - - - -
Radio Salud S.A. 0.2 - - - - - 0.2
Bermont Group 24.5 - 0.1 - - - 24.6
Quibee S.r.l. 0.1 - (0.1) - - - 0.0
Total investments in 25.5 - 0.1 - - - 25.5
associates and joint
ventures
Wouzee Media S.L 0.2 - - - - - 0.2
Ansa Società Cooperativa 0.7 - - (0.1) - - 0.6
H-Farm S.p.A. 0.1 - - (0.0) - - 0.1
Zest S.p.A. (formerly Digital 0.1 - - (0.0) - - 0.1
Magics S.p.A.)
Immobiliare Editori Giornali
0.3 - - - - - 0.3
S.r.l.
Nuevo MarketPlace S.L. 0.0 - - - - - 0.0
HIIT TopCo GmbH 3.0 - - - - 3.0
Cefriel S.c.a r.l. 0.3 - - - - - 0.3
Other minor 0.2 - - - - - 0.2
Total other equity 5.0 - - (0.2) - - 4.8
instruments
Total investments 30.5 - 0.1 (0.2) - - 30.3

The item mainly includes the RCS Group investments in Corporacion Bermont (Euro 24.6 million), a Spanish company that deals with the printing of newspapers and other publishing products.

Other equity instruments, i.e., securities and investments that are neither controlling, linked or traded, amounted to Euro 4.8 million, down by Euro 0.2 million versus 31 December 2023, due to the net negative change in fair value. The item includes Euro 3 million for the investment in HIIT TopCo Gmbh, an investment acquired as a result of an extraordinary share swap with the investment held in Buddyfit s.r.l.

These assets are measured at fair value with a level 1 hierarchy (Euro 0.1 million) and a level 3 hierarchy (Euro 4.7 million) in accordance with IFRS 7.

Investments for which no fair value is available are recognized at cost, net of impairment losses, if any.

20. Non-current and current financial receivables

Financial receivables and assets totaled Euro 0.1 million (Euro 1.1 million at 31 December 2023). Current financial receivables amounted to Euro 0.1 million (Euro 0.9 million at 31 December 2023); at 31 December 2024, there are no active derivative financial instruments (Euro 0.2 million at 31 December 2023).

21. Other non-current assets

Other non-current assets, amounting to Euro 3.5 million at 31 December 2024 (Euro 4.5 million at 31 December 2023), include security and bank deposits and long-term tax receivables.

22. Deferred tax assets

"Deferred tax assets" relates to the recognition in the consolidated financial statements at 31 December 2024 of deferred tax assets on the temporary differences between the carrying amount of recognized assets and liabilities and their tax values and on the tax benefits deriving from usable tax losses. The item, amounting to Euro 84.5 million, increased by Euro 0.5 million versus 31 December 2023, and is broken down as follows:

Description 31/12/2024 31/12/2023 Change
Tax losses carried forward 22.7 22.4 0.3
Asset valuation reserves 7.0 7.3 (0.3)
Provisions for risks and charges 6.4 6.9 (0.5)
Deferred deductibility costs 9.0 8.8 0.2
Deferred taxation from tax transparency system - -
Intangible and tangible fixed assets 7.1 7.4 (0.3)
Measurement of derivative financial instruments 0.1 0.1 0.0
Deferred deductibility interest expense 10.1 10.1 0.0
Other temporary differences 22.1 21.0 1.1
Total deferred tax assets 84.5 84.0 0.5

Deferred tax assets are calculated on the basis of the estimate of future taxable income in periods in which the associated temporary differences and the benefits deriving from the use of previous tax losses will be reversed.

Deferred tax assets at 31 December 2024 refer to the RCS Group for Euro 81.6 million, of which Euro 58 million to the Spanish group Unidad Editorial.

With particular regard to deferred tax assets relating to the Unidad Editorial group, recognition and recoverability of the value at 31 December 2024 was measured on the basis of the estimated taxable income obtainable from the 2025-2029 plan approved, and extrapolating from the plan the basis of calculation of the projections for subsequent years. Additionally, the amount of tax losses carried forward for which no deferred tax assets have been recorded is significant.

23. Inventory

Inventory movements arise entirely in the publishing companies and can be analyzed as follows:

Description 31/12/2024 31/12/2023 Change
Raw and ancillary materials and consumables 13.8 16.0 (2.2)
Work-in-progress and bordereau 2.3 2.3 0.0
Finished products and books 3.2 3.1 0.1
Total 19.3 21.4 (2.1)

Inventory is stated net of the provision for inventory write-down of Euro 3.5 million (Euro 3.2 million at 31 December 2023).

Raw and ancillary materials and consumables

The item mainly includes paper inventory and is recognized at the lower of purchase or production cost and its presumed realizable value, based on market performance at year end. Mention should be made that the purchase cost for raw materials is determined using the weighted average cost method.

Work-in-progress and bordereau

The item includes purchase or production costs incurred for publications to be invoiced, bordereau for services yet to be used, but available for future publications, and work in progress on forthcoming editions.

Finished products

The item includes inventory of books and promotional products of the RCS Group, the inventory of La7 relating to TV programmes produced and awaiting to be aired at 31 December 2024, and to rights on films, soaps, cartoons and documentaries, acquired for a period of less than 12 months, whose available right has not expired and for which airing time during the next financial year is available.

24. Trade receivables

The item is broken down as follows:

Description 31/12/2024 31/12/2023 Change
Trade receivables 301.3 298.9 2.4
Allowance for impairment (36.0) (39.4) 3.4
Total trade receivables 265.3 259.5 5.8

The item, amounting to Euro 265.3 million and shown net of expected returns of newspapers and magazines, increased by Euro 5.8 million versus the prior year.

Additionally, trade receivables are stated net of the allowance for impairment that has been determined taking account of both specific collection risks and a general risk of non-collectability based on the ordinary trend of company operations.

The allowance for impairment, amounting to Euro 36 million, decreased by Euro 3.4 million versus 31 December 2023. The change includes utilizations of the provision of Euro 9.4 million, offset by write-downs and other movements totaling Euro 6 million.

For further details on credit risk, reference should be made to Note 41.

25. Receivables from parents, associates and affiliates

The item, amounting to Euro 1.4 million (Euro 1.2 million at 31 December 2023), includes mainly:

  • receivables from equity-accounted investees of m-Dis Distribuzione Media for Euro 0.2 million
  • receivables from the affiliate Torino Football Club S.p.A. for Euro 1.1 million, accrued mainly as part of the contractual relations described in Note 40 below;

26. Sundry receivables and other current assets

The item can be broken down as follows:

Description 31/12/2024 31/12/2023 Change
Tax receivables 9.0 11.7 (2.7)
Grants 60.7 46.3 14.4
Prepayments and accrued income 13.6 10.3 3.3
Advances to suppliers and agents 17.3 18.0 (0.7)
Sundry receivables 2.3 2.4 (0.1)
Total sundry receivables and other current assets 102.9 88.7 14.2

Sundry receivables and other current assets of Euro 102.9 million increased by Euro 14.2 million versus 31 December 2023.

27. Cash and cash equivalents

The item can be analyzed as follows:

Description 31/12/2024 31/12/2023 Change
Bank deposits 83.0 57.6 25.4
Cash and valuables on hand 0.3 0.5 (0.2)
Total cash and cash equivalents 83.3 58.1 25.2

The consolidated net financial position at 31 December 2024, versus the situation at 31 December 2023, can be summarized as follows:

Net financial position (Euro millions) 31/12/2024 31/12/2023 Changes
Cash and cash equivalents 83.3 58.1 25.2
Other current financial assets and financial 0.1 0.9 (0.8)
receivables
Current financial assets (liabilities) from
- 0.2 (0.2)
derivative instruments
Current financial payables
(16.2) (23.6) 7.4
Current net financial position (net financial
debt)
67.2 35.6 31.6
Non-current financial payables (45.7) (40.4) (5.3)
Non-current financial assets (liabilities) from
derivative instruments
- - -
Non-current net financial position (net (45.7) (40.4) (5.3)
financial debt)
Net financial position (net financial debt) 21.5 (4.8) 26.3
Liabilities from leases (pursuant to IFRS 16) (150.2) (145.4) (4.8)
Total net financial position (net financial
debt)
(128.7) (150.2) 21.5

The consolidated net financial position at 31 December 2024 stood at Euro 21.5 million, with a positive change of Euro 26.3 million versus end 2023. The improvement is attributable to the positive contribution from operations of Euro 120 million, partly offset by expenditure of Euro 36.1 million, the distributions of dividends of Euro 36 million, and payments related to lease liabilities of Euro 23 million. At 31 December 2024, theRCS net financial position came to Euro 7.8 million (Euro -23.4 million at 31 December 2023).

Total net financial debt, which includes financial liabilities from leases recognized in accordance with IFRS 16 (mainly property leases) of Euro 150.2 million, amounted to Euro 128.7 million, with a positive change of Euro 21.5 million versus 31 December 2023 (Euro 150.2 million).

Below are details of the Total Net Financial Position as set out in the "Guidance on disclosure requirements under the Prospectus Regulation" published by ESMA on 4 March 2021 under document "ESMA32-382- 1138" and taken up by CONSOB in communication 5/21 of 29 April 2021. This item includes financial liabilities from short-term and/or long-term leases and non-remunerated debt, which have a significant implicit or explicit financing component (e.g. trade payables with a maturity of more than 12 months), and any other non-interest-bearing loans.

Net financial debt 31/12/2024 31/12/2023 Changes
(€ millions)
A Cash funds 83.3 58.1 25.2
B Cash equivalents - - -
C Other current financial assets 0.1 1.1 (1.0)
D Cash (A+B+C) 83.4 59.2 24.2
E Current financial debt (27.8) (49.0) 21.2
of which current liabilities from leases (25.9) (25.4) (0.5)
F Current portion of non-current financial debt (14.3) - (14.3)
G Current financial debt (E+F) (42.1) (49.0) 6.9
H Net current financial debt (liquidity) (G - D) 41.3 10.2 31.1
I Non-current financial debt (170.0) (160.4) (9.6)
of which non-current liabilities from leases (124.3) (120.0) (4.3)
J Debt instruments - - -
K Trade payables and other non-current payables - - -
L Non-current financial debt (I+J+K) (170.0) (160.4) (9.6)
M Total financial debt (liquidity) (H+L) (128.7) (150.2) 21.5

The Group's financial liabilities are commented on in Note 29 below.

28. Equity

outstanding

At 31 December 2024, the consolidated equity of the Group was Euro 572.5 million, including profit for the period. Changes in the equity accounts are stated in the consolidated statement of changes in equity.

The statement of reconciliation of the Parent's equity and profit and Group equity and profit is set out in the Directors' Report on Operations.

The Shareholders' Meeting held by Cairo Communication on 8 May 2024 approved the distribution of a dividend of Euro 0.16 per share, gross of tax, with ex-dividend date on 27 May 2024, for a total of approximately Euro 21.5 million.

The subscribed and fully paid up share capital of Cairo Communication S.p.A. at 31 December 2024 was Euro 7 million, comprising no. 134,416,598 ordinary shares, with no indication of par value.

In accordance with the Bylaws, the shares are registered, indivisible and freely transferable. The requirements of representation, legitimization, circulation of the company investment required for securities traded on regulated markets continue to apply. Each share has the right to a proportion of the profit which has been approved for distribution and to a portion of equity on liquidation and also has the right to vote, without limits other than those as defined by the Law. No securities carrying special controlling rights have been issued. No financial instruments have been issued attributing the right to subscribe to newly-issued shares. No share incentive plans are envisaged involving share capital increases, even on a freely allocated basis.

The reconciliation between the number of shares outstanding at 31 December 2024 and those at 31 December 2023 is as follows:

Description 31/12/2023 Share capital
increase
Purchase/Disposal
of treasury shares
31/12/2024
Ordinary shares issued 134,416,598 - - 134,416,598
Treasury shares (779) - - (779)
Ordinary shares 134,415,819 - - 134,415,819

In 2024, as part of the share buy-back plans, no treasury shares were sold or purchased. At 31 December 2024, Cairo Communication held a total of no. 779 treasury shares, or 0.001% of the share capital, subject to Article

2357-ter of the Italian Civil Code.

"Retained earnings and other reserves", amounting to Euro 296.1 million at 31 December 2024, includes:

  • Euro 297.1 million in retained earnings;
  • Euro 1.4 million in the legal reserve;
  • the valuation reserve is zero (Euro -0.9 million at 31 December 2023) and includes the translation reserve used for recording exchange rate differences and the recognition of actuarial gains and losses as part of the process for discounting post-employment benefits, and the relating tax effect;
  • Euro -2.4 million (Euro -2.2 million at 31 December 2023), the reserve from financial assets measured at fair value through other comprehensive income. It includes the effects arising from the measurement of "Other non-current equity instruments".

29. Payables and non-current financial liabilities

The item, amounting to Euro 45.7 million (Euro 40.4 million at 31 December 2023), includes the non-current portion of bank loans.

The main bank loans are explained below:

RCS financial debt

At 31 December 2024, RCS has the amortizing loan in place concluded in October 2022 with BPER and amounting to Euro 30 million, maturing on 30 June 2028, with a constant six-month payment schedule starting on 30 June 2025. This loan carries an interest rate equal to the sum of six-month Euribor and a variable margin depending on the Leverage Ratio (debt/EBITDA), which is assessed annually.

The Revolving Credit Line, again with BPER, for a maximum of Euro 20 million matures on 12 October 2026 and carries an interest rate equal to the benchmark Euribor and a variable margin depending on the Leverage Ratio (debt/EBITDA), which is assessed annually; at 31 December 2024, the line was not drawn down.

The above Loan Agreements envisage a single covenant, which is assessed yearly on 31 December. The covenant is determined by a maximum leverage ratio threshold (debt/EBITDA before IFRS 16 and before nonrecurring expense/income, with a maximum limit of Euro 15 million) set at 3.00x.

At 31 December 2024, RCS had the amortizing loan in use, taken out in July 2023 with Banco BPM, maturing on 30 June 2028, amounting to Euro 20 million, pursuant to the amending deed executed in September 2024, which reversed the reference amounts of the RCF Line (increased to Euro 30 million from the original Euro 20 million) and the Term line (reduced to Euro 20 million from the original Euro 30 million).

The constant six-month payment schedule has the first repayment installment of the Term line on 30 June 2025. The loan provides for an interest rate benchmarked to the 6M Euribor, with an added margin, net of a bonus/malus on the margin tied to the achievement of specific ESG targets. These targets were shared in the amending agreement signed in June 2024.

The Revolving line of credit, entered into with Banco BPM in July 2023 for a maximum amount of Euro 30 million, according to the amending deed of September 2024, matures on 30 June 2028 and provides for a rate equal to the benchmark Euribor, with an added margin, net of a bonus/malus on the margin tied to the achievement of certain ESG targets. These targets were finalized in the amending agreement signed in June 2024. At 31 December 2024, this line of credit was not drawn down.

Crédit Agricole loan

On 29 May 2023, Cairo Communication concluded a revolving loan agreement with Crédit Agricole for a total amount of Euro 20 million with a term of 36 months. At 31 December 2024, Euro 10 million of the loan line was drawn down.

The revolving credit line provides, inter alia, for:

a) compulsory early repayment, statements, obligations, withdrawal and relating materiality threshold clauses;

b) financial covenants at the level of the consolidated group financial statements to be recognized on a six-

month basis. Specifically, a gearing ratio (debt/equity) no higher than 1.0x and a leverage ratio (debt/EBITDA) no higher than 3.0x;

c) early redemption in the event of a change of control of Cairo Communication.

30. Current and non-current liabilities from lease contracts

Under IFRS 16, financial liabilities arising from outstanding lease payments are classified under these items. Versus the prior year, the financial liability is increased to account for interest accruing, decreased in relation to lease payments, and adjusted to account of any restatement of the lease liability. Specifically, at 31 December 2024:

  • non-current financial liabilities from lease contracts have a residual balance of Euro 124.3 million (Euro 120 million at 31 December 2023)
  • current financial liabilities from lease contracts have a residual balance of Euro 25.9 million (Euro 25.4 million at 31 December 2023).

31. Post-employment benefits

Post-employment benefits represent a type of employee remuneration, whose payment is deferred until termination of employment. Liabilities relating to post-employment benefits are discounted according to IAS 19 using a discount rate of 3.2%. The composition and movements of this item in the year are shown in the table below:

Description 31/12/2024 31/12/2023 Change
Opening balance 41.8 44.3 (2.5)
Allocations to the income statement 0.8 0.7 0.1
Interest expense 1.1 1.5 (0.4)
Losses (gains) from actuarial valuation recognized in the (1.7) (0.4) (1.3)
statement of comprehensive income
Utilizations/other changes
(4.9) (4.3) (0.6)
Closing balance 37.0 41.8 (4.8)

For information on Group Human Resources, see the Sustainability Disclosure in this Directors' Report on Operations. This inclusion, from 2024, implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

32. Provisions for risks and charges and provision for deferred tax

Movements in the period are shown below:

Description 31/12/2023 Net Utilization Other 31/12/2024
allocations s changes
Provision for agents' termination 3.3 0.1 (0.1) (0.1) 3.2
benefits Provision
for legal disputes
9.8 1.4 (2.9) (1.3) 7.0
Provisions for personnel 10.0 0.3 (1.8) 2.7 11.2
Other provisions for risks and 19.1 0.3 (0.3) (4.6) 14.5
charges Grand
total
42.2 2.1 (5.1) (3.3) 35.9

The provision for "Agents' termination benefits" is the amount, subject to actuarial valuations, to be paid to

agents as prescribed by law and the applicable collective contracts.

The "Provision for legal disputes", amounting to Euro 7.0 million, relates to potential liabilities deriving from ongoing disputes with third parties, and refers to both civil proceedings and defamation suits related to articles published in the Group's titles.

"Provisions for personnel", amounting to Euro 11.2 million, includes potential liabilities linked to personnel management and the termination of employment relationships and leased staff contracts, and relate to the RCS Group (Euro 7.8 million) and to the subsidiary La7 (Euro 3.4 million).

"Other provisions for risks and charges" relate mainly to contingent liabilities attributable to the RCS Group and to La7, set aside to cover the risk arising from claims for damages originated during the production and airing of TV programmes and from other contractual risks.

In accordance with IFRS, the non-current portion of provisions for risks has been discounted to take account of the effect of the time value of money, using a rate of approximately 3% for the provision for litigation and 2.9% for other provisions and charges.

The sensitivity analysis of the discount rate risk, assuming a parallel change of +/- 0.5%, showed no significant effects.

Deferred tax liabilities, amounting to Euro 163.3 million (Euro 163.4 million at 31 December 2023), refer mainly to the business combination of the RCS Group.

33. Other non-current liabilities

"Other non-current liabilities", amounting to Euro 3.6 million (Euro 3.8 million at 31 December 2023), is attributable to liabilities of Cairo Network and of the RCS Group.

34. Payables and current financial liabilities

This item, amounting to Euro 16.2 million (Euro 23.6 million at 31 December 2023), includes Euro 14.4 million (Euro 18.8 million at 31 December 2023) for the current portion of bank loans explained in Note 29 above and overdrafts.

At 31 December 2024, there are no derivative financial instruments (Euro 0.2 million at 31 December 2023 to hedge interest rate risk exposure on a loan)

35. Payables to suppliers

"Payables to suppliers" amounted to Euro 283 million, up by Euro 4.9 million versus the prior year. Payables relate entirely to the current year.

36. Payables to parents, associates and affiliates

"Payables to parents, associates and affiliates" amounted to Euro 12.3 million (Euro 11.7 million at 31 December 2023) and includes mainly:

  • trade payables amounting to Euro 9.5 million due to some associates of the Bermont Group that handle the printing of newspapers in Spain;
  • trade payables from equity-accounted investees of m-Dis Distribuzione Media for Euro 0.5 million
  • trade payables for Euro 2.1 million due to the associate Torino Football Club S.p.A. for amounts accrued under the advertising concession contract signed with CAIRORCS Media S.p.A..

37. Tax payables

They include:

Description 31/12/2024 31/12/2023 Change
Current tax payables 13.4 6.7 6.7
Other tax payables 18.4 17.5 0.9
Closing balance 31.8 24.2 7.6

This item amounted to Euro 31.8 million, increasing by Euro 7.6 million versus 31 December 2023. Payables of Euro 16.8 million are attributable to the RCS Group.

38. Sundry payables and other current liabilities

The item can be analyzed as follows:

Description 31/12/2024 31/12/2023 Change
Payables to employees 38.0 37.2 0.8
Payables to social security and pension 18.9 17.9 1.0
institutions
Advances and payments on account on
8.4 8.6 (0.2)
subscriptions
Accrued expense and deferred income
30.1 27.1 3.0
Other payables 8.5 13.1 (4.6)
Closing balance 103.9 103.9 0.0

This item, amounting to Euro 103.9 million, is unchanged versus the prior year and includes current liabilities attributable to the RCS Group of Euro 78.4 million.

39. Commitments, risks and other information

In 2014, the subsidiary Cairo Network took part in the tender procedure opened by the Ministry of Economic Development for the assignment of rights to use TV frequencies for digital terrestrial broadcasting systems, submitting its binding bid and winning the rights to use a lot of frequencies ("mux") for a period of 20 years. In January 2015, Cairo Network and EI Towers S.p.A. ("EIT") therefore entered into the agreements for the realization and subsequent long-term technical management in full service mode (hospitality, service and maintenance, use of broadcasting infrastructure, etc.) of the mux. The agreements, as reviewed in March 2018, which contain better terms overall for Cairo Network, mainly include, inter alia:

  • a transitional phase, completed on 31 December 2017, witnessing the realization and start-up of the mux, and an operational phase of the mux lasting 17 years (from 2018 to 2034);
  • the right to free withdrawal of Cairo Network starting from 1 January 2025;
  • guaranteed coverage of at least 94% of the population, in line with national muxes with greater coverage;
  • consideration to EIT:
    • during the implementation phase of the network (2015-2017), amounting to a total of Euro 11.5 million for the full three-year period;
    • at full performance (starting from 2018), amounting to Euro 16 million per year,
  • these amounts include compensation for the availability of the transmitters;
  • an annual consideration from EIT to Cairo Network, starting from 2018, ranging between Euro 0 up to Euro 6 million in the 2018-2022 period, reduced to Euro 5.5 million in the 2023-2027 period and to Euro 5 million from 2028 until expiry, in the event that the available bandwidth on the mux is not fully used by Cairo Network,

under the conventionally agreed rules.

In the 2018 Budget Law (Law no. 205 of 2017, as subsequently supplemented and amended by Law no. 145 of 2019), Article 1, paragraph 1026 et seq. introduced specific provisions for terrestrial TV operators to release 694-790 MHz frequencies ("700 band" – corresponding to channels 49-60) to telephone operators and for the consequent reorganization of the user rights of existing television operators over the remaining television spectrum ("refarming").

In implementation of the above law, AGCOM and MISE adopted the consequent measures, as a result of which in 2019 Cairo Network was assigned a right of use with no frequency specification, equal to half of a mux.

Subsequently, at the end of the procedure for consideration called, the Ministry of Economic Development, through its decision dated 2 July 2021, announced that Cairo Network had been awarded a right of use with no frequency specification, equal to half of a newly-planned national multiplex. Cairo Network paid half of the amount offered in the tender (subject to a reservation) and asked for the residual amount to be paid in installments (in three annual installments). On 6 August 2021, MISE, as a result of the combination of the two rights of use with no frequency specification, then announced the provision for the assignment of the right of use of the frequencies for the purposes of operating the national network of the PNAF called "National network no. 10" until 2032 (two years less than the duration of the right originally acquired in 2014).

Cairo Network was heard in the context of the various proceedings, and took part in the relating public consultations, pointing out the legal and technical arguments for the exclusion of the Company from the application of the Budget Law (and, specifically, from the procedure for the conversion of the original right of use and the assignment of newly-planned rights of use), also attaching supporting documentation.

Cairo Network then also challenged the resolutions and provisions of AGCOM and MISE, implementing the Budget Law, filing appeals with the Latium Regional Administrative Court, Rome, and subsequent additional grounds (g.r. no. 6740/2018, no. 7017/18, no. 440/2021 and no. 6040/2021), in which the same arguments raised with the public authorities and further illegalities of the contested measures were also raised with the administrative judge.

The Latium Regional Administrative Court, with judgments issued on 28 January 2021 in the above trials g.r. no. 6740/2018 and no. 7017/2018, rejected the claims for annulment, while not fully addressing the merits of the issues raised by Cairo Network, and the above judgments were subject to an appeal before the Council of State (g.r. no. 4335/2021 and no. 4334/2021), which by Order no. 10415 of 1 December 2023, ordered a reference for a preliminary ruling under Article 267 TFEU before the Court of Justice of the European Union C-764/23. The preliminary reference procedure is ongoing, and Cairo has already filed its comments, insisting that the provisions of the 2018 Budget Law and subsequent implementing acts are incompatible with EU law. The Advocate General's conclusions are currently awaited, to be submitted at the public hearing on 27 March 2025, the case having been deemed ready for decision by the Court without a special public hearing being set. It is anticipated that the decision will be concluded in 2025.

On 8 February 2022, the MISE then published the decree on compensatory measures to network operators for the costs incurred in the preparation of transmission facilities to guarantee the T2 transmission standard, which Cairo Network has challenged in an appeal before the Regional Administrative Court, which is pending (g.r. no. 4515/2022).

Lastly, with decree dated 17 April 2023 (published on 10 July 2023), the Ministry of Business and Made in Italy (Mimit) established the fees for digital frequency usage rights for the years 2022-2023. According to the decree, network operators are required to pay an annual amount of Euro 3.8 million for each network. Cairo Network should be exempted from the provisions of the above decree, and, specifically, from paying the fees for the years 2022 and 2023, since the acts of the bidding procedure called in 2014 and concluded with the assignment to Cairo Network of the right of use for a 20-year period, established that: i) upon completion of the refarming of frequencies, Cairo would receive a frequency with similar coverage and duration as the one assigned; ii) payment of the amount of Cairo's bid was also made as a fee for the granting of rights of use of radio frequencies, thus fulfilling its obligation to pay. On 3 August 2023, the Ministry of Enterprise and Made in Italy published a notice announcing that a review of this decree of 17 April 2023 is underway to date.

Additionally, Cairo Network is about to initiate actions, also of a judicial nature (in addition to disputes already filed), in order to obtain compensation for the damages and harm suffered i) for payment requested to regain ownership of a right of use of frequencies that Cairo had already paid for as a result of the 2014 tender procedure, ii) for the different duration of the new right of use, iii) for the loss of business opportunities suffered in recent years as a result of the uncertainty generated by the refarming procedure, and iv) for being

discriminated (virtually the only network operator to be so) by the compensatory measures envisaged in the MISE decree of 17 November 2021 and published on 8 February 2022.

To date, the effects of the outcome of the appeals brought before the Regional Administrative Court and the Council of State, also following the interlocutory procedure before the Court of Justice, or of those that may be brought in the future, cannot be predicted with certainty yet.

With regard to the contract for the purchase of RCS Libri S.p.A., commented on in the RCS 2016-2022 annual reports, and to the earn-out established therein, it should be noted that the required procedures for verifying the existence (or less) of the conditions for payment of the earn-out and, in such case, for its determination, have been put in place and have not yet been completed, as set out in the sale contract.

The main guarantees given by the Group are listed below:

  • guarantees and endorsements given totalled Euro 28.2 million, an increase of Euro 4.8 million versus the prior year, due mainly to the guarantees issued by m-Dis to phone service providers as a guarantee for the correct fulfillment of distribution agreements. Additionally, the item includes the guarantees given to the Public Administration and other public bodies for prize contests, concessions and disputes.
  • other guarantees amounted to Euro 29.2 million, up by Euro 3.7 million versus 31 December 2023, for guarantees issued to the Revenue Agency for VAT receivables. The item also includes the indemnity issued to Agenzia per lo Sviluppo dell'Editoria and to SIAE for reimbursements received.
  • commitments amounted to Euro 3.1 million, increasing by Euro 2.3 million versus the prior year. The item includes existing and potential contractual commitments relating to personnel, which refer solely to agreements in force at 31 December 2024, subject to contractual clauses at that date under the exclusive control of the Group. These are commitments entered into with related parties for the amount of Euro 2.8 million.

It should also be noted that, as part of the transfers or contributions of investments or business units carried out by the RCS Group, the RCS Group granted guarantees, predominantly of a tax, social security and labor nature, which are still active. Such guarantees were issued according to market practices and conditions.

Pursuant to Article 1, par. 125 to 129 of Law no. 124 of 4 August 2017, with regard to the obligations to publish grants, contributions, paid assignments and, in any case, economic benefits of any kind received from the PA, it should be noted that the Allocating Bodies are required to publish the contributions in the National Aids Register, available at: www.rna.gov.it/sites/PortaleRNA/it_US/transparency in the field of State aid and de minimis aid.

With regard to the National Aid Registry (RNA), there is an indication regarding the recognition of the tax credit to newspaper and magazine publishing companies for expense incurred in the purchase of paper and the distribution of published titles

40. Related party transactions

As required by CONSOB Communication pursuant to Article 114, paragraph 5 of Legislative Decree no. 58/98, protocol number 13046378 of 27 May 2013, transactions with the related parties of the Group are shown in this note.

The procedures adopted by the Group for related party transactions, to ensure transparency and substantial and procedural fairness, are disclosed in the "Report on Corporate Governance and Ownership Structure" and can be viewed on the Company's website www.cairocommunication.it in the Corporate Governance section.

Related party transactions of greater significance are reserved to the exclusive remit of the Board of Directors and may not be delegated. These transactions, as well as several less significant transactions, were subject to the prior opinion of the Related Party Transactions Committee provided for therein.

The following are identified as related parties:

  • the direct and indirect parent entities of Cairo Communication S.p.A., their subsidiaries, associates and affiliates of the Group, as shown in the list attached to this Annual Report ("List of Group investments at 31 December 2024"). The Ultimate Parent of the Group is U.T. Communications S.p.A.;
  • directors, statutory auditors, key management personnel and their close relations.
  • Details are provided in the following tables on related party transactions, broken down by balance sheet heading. Intercompany relations eliminated in the consolidation process are excluded.
Receivables and financial assets
(€ millions)
Trade receivables Receivables tax
consolidation
Other current
financial assets
Parents 0.1
Associates 0.2
Other affiliates 1.1
Other related parties 0.4
Total 1.8
Payables and financial liabilities Trade and other Other current
(€ millions) payables financial
liabilities
Parents
Associates 10.2
Other affiliates 2.1
Other related parties
Total 12.3
Revenue and costs
(€ millions)
Operating revenue Operating costs Financial
income
Parents
Associates 0.4 (13.7)
Other affiliates 0.3 (5.1)
Other related parties 0.8 (0.3)
Total 1.5 (19.1)

Transactions with associates refer primarily to associates in the Bermont Group, in respect of which the Group companies that operate in Spain (Unidad Editorial Group) incurred costs of Euro 12.4 million in 2024, and hold trade payables of Euro 9.5 million.

There are also transactions with the equity-accounted investees of m-Dis Distribuzione Media, in respect of which the Group companies generated revenue of Euro 0.3 million and incurred costs of Euro 0.8 million in 2024, and hold trade receivables of Euro 0.2 million and trade payables of Euro 0.5 million. Transactions with affiliates refer mainly to:

  • the concession contract between CAIRORCS Media S.p.A. and Torino FC S.p.A. (a subsidiary of U.T. Communications) for the sale of advertising space at the Olimpico football pitch and promotional sponsorship packages. This contract resulted in the payment in the year of Euro 5 million to the concession holder against revenue of Euro 6.1 million net of agency discounts. CAIRORCS Media S.p.A. earned further commissions of Euro 0.1 million;
  • the agreement between Cairo Communication S.p.A. and Torino F.C. for the provision of administrative services such as bookkeeping, which provides for an annual consideration of Euro 0.1 million.

Transactions with "other related parties" refer mainly to commercial dealings with the Della Valle group, in respect of which Group companies generated revenue of Euro 0.8 million. Trade receivables amounted to Euro

0.4 million.

Transactions in the year with related parties, including with Group companies, were not considered to be atypical or unusual, and were part of the ordinary activities of Group companies. These transactions were carried out on market terms, taking account of the goods and services provided.

In 2024, Cairo Communication and its subsidiaries other than those belonging to the RCS Group, paid Directors, Statutory Auditors, General Managers and Key Management Personnel fees totaling Euro 3.9 million. This information is analyzed in detail in the appropriate Remuneration Report, prepared pursuant to Article 123 ter of the TUF.

In 2024, the RCS Group paid Directors, Statutory Auditors and Key Management Personnel fees totaling Euro 8.4 million, explained further in Note 44 below.

During the year, no transactions were carried out with members of the Board of Directors, general managers and/or with key management personnel, members of the Board of Statutory Auditors, and the Financial Reporting Manager, other than for compensations and as indicated in the Remuneration Report. It should be noted that:

  • with regard to Cairo Communication and its subsidiaries other than those belonging to the RCS Group, there are no agreements in place between the Group companies and the directors for any indemnity in the event of resignation or unjust dismissal, or in the event their employment relationship ceases following a takeover bid; there are agreements between Cairo Communication and Uberto Fornara that provide, in exchange for noncompete commitments for 18 months following termination of his executive employment with the Company, for the payment during the course of the relationship of an annual gross consideration of Euro 100 thousand.
  • with regard to RCS, referring to the processes set forth in the event of the termination or dissolution of the employment relationship, reference should be made to the RCS Remuneration Report published on the website www.rcsmediagroup.it.

It should also be noted that there are no succession plans regarding executive directors and that Cairo Communication does not currently have any stock option plans in place.

41. Risk management

The Group manages capital structure and financial risks in accordance with the asset structure, in order to maintain adequate and consistent credit ratings and capital ratio levels, taking account of the current credit availability in Italy and in Spain.

The Group constantly monitors the financial risks connected with its business and those relating to its subsidiaries.

Liquidity risk

Liquidity risk may arise from difficulties in obtaining loans to support operations in accordance with the proper timescales, and, if necessary, to repay loans falling due.

As explained in Note 29 "Non-current financial payables and liabilities", at 31 December 2024, the Group has, in addition to cash and cash equivalents, undrawn medium/long-term lines of credit that provide significant flexibility in managing operational requirements.

Liquidity analysis

The table below summarizes the equity profile of the Cairo Communication Group's current assets and liabilities at 31 December 2024:

Description 31/12/2024 31/12/2023 Change
Trade receivables and other current assets 369.6 349.4 20.2
Inventory 19.3 21.4 (2.1)
Trade payables and other current liabilities (431.0) (417.9) (13.1)
Net working capital (42.1) (47.2) 5.1
Cash funds 83.3 58.1 25.2
Current financial assets 0.1 1.1 (1.0)
Current financial liabilities (16.2) (23.6) 7.4
Current liabilities from leases (25.9) (25.4) (0.5)
Current net financial position 41.3 10.2 31.1
Difference between current assets and current liabilities (0.8) (37.0) 36.2

At 31 December 2024, the difference between current assets and liabilities shows a negative balance of Euro 0.8 million (Euro -37 million at 31 December 2023).

The change is attributable mainly to the increase of Euro 31.1 million in the current net financial position (the improvement in ordinary operations more than offset the distribution of dividends as further detailed in Note 27).

It should be noted in this regard that:

  • at 31 December 2024, RCS also has the amortizing loan in place concluded in October 2022 with BPER and amounting to Euro 30 million, maturing on 30 June 2028. The first repayment installment is due on 30 June 2025. At 31 December 2024, there is no active use of the Revolving line, again with BPER, also concluded in October 2022 (totaling Euro 20 million).
  • at 31 December 2024, RCS has the amortizing loan in use, taken out in July 2023 with Banco BPM, maturing on 30 June 2028, amounting to Euro 20 million, pursuant to the amending deed executed in September 2024, which reversed the reference amounts of the RCF Line (increased to Euro 30 million from the original Euro 20 million) and the Term line (reduced to Euro 20 million from the original Euro 30 million). The constant six-month payment schedule has the first repayment installment of the Term line on 30 June 2025 The Revolving line of credit, entered into with Banco BPM in July 2023 for a maximum amount of Euro 30 million, according to the amending deed of September 2024, matures on 30 June 2028. At 31 December 2024, this line of credit was not drawn down.
  • in May 2023, Cairo Communication concluded a revolving loan agreement with Crédit Agricole for a total amount of Euro 20 million with a term of 36 months. At 31 December, Euro 10 million of the loan line was drawn down.
  • the publishing companies have a negative net working capital (current assets net of current liabilities, not including financial assets or liabilities), since a portion of the trade receivables (those from sales in the publishing segment) is transformed into cash more quickly than average supplier payment terms;
  • the Group attempts to ensure that an appropriate ability to generate cash is maintained, even under the current market conditions.

The table below summarizes the time profile of the Cairo Communication Group's financial assets and liabilities at 31 December 2024 based on the non-discounted collections and payments set out in the contracts (including principal and interest even if not accrued at the reporting date):

31/12/2024 On <6 M 6 m - 1 1-2 Y 2-5 Y >5 Y Total
demand year
Non-current financial
receivables Current
financial receivables
0.1 0.1
Financial receivables from
Group companies
Hedging derivatives
Cash funds 83.3 83.3
Interest income
Total financial assets 83.3 0.1 83.4
Payables to banks and
financial liabilities to third 1.8 7.2 7.2 24.3 21.4 61.9
Hedging derivatives
Financial payables to Group
companies
Interest expense 1.2 0.9 1.2 0.7 4.0
Total financial liabilities 1.8 8.4 8.1 25.5 22.1 65.9
Liabilities from lease contracts 14.7 11.2 23.8 60.4 40.1 150.2
Interest expense on lease 1.3 1.3 2.2 4.4 1.4 10.7
contracts
Total comprehensive 1.8 24.4 20.6 51.5 86.9 41.5 226.8
financial liabilities
31/12/2023
On <6 M 1-2 Y 2-5 Y >5 Y Total
demand 6 m - 1
year
Non-current financial
receivables Current
financial receivables
0.5 0.4 0.9
Financial receivables from
Group companies
Hedging derivatives 0.2 0.2
Cash funds 58.1 58.1
Interest income 0.0 0.0 0.0
Total financial assets 58.1 0.5 0.6 59.2
Payables to banks and 6.8 10.1 6.7 8.7 31.7 64.0
financial liabilities to third
Hedging derivatives
Financial payables to Group
companies
Interest expense 1.0 0.9 1.0 1.1 4.0
Total financial liabilities 6.8 11.1 7.6 9.7 32.8 68.0
Liabilities from lease contracts 0.2 14.4 10.8 20.2 56.0 43.8 145.4
Interest expense on lease
contracts
1.5 1.3 2.5 4.7 1.5 11.6
Total comprehensive 7.0 27.0 19.8 32.4 93.5 45.3 224.9
financial liabilities

Interest rate risk

Interest rate risk refers to the risk of possible higher financial expense caused by an adverse, unexpected fluctuation in interest rates. At 31 December 2024, the Group is exposed to this risk for its floating-rate financial liabilities.

At 31 December 2024, the RCS Group presented a positive net financial position of Euro 7.8 million.

  • interest rate risk management is regulated by specific policies that define the risk management objectives, limits, roles and responsibilities of the different functions involved in the process. The use of derivative instruments for speculative purposes is not permitted;
  • at 31 December 2024, there were no hedging transactions in place.

With regard to Cairo Communication and its subsidiaries other than those belonging to the RCS Group, which have a positive net financial position of Euro 13.7 million, there are no interest rate risk hedging transactions in place at 31 December 2024.

Sensitivity analysis

The table below shows the results of the sensitivity analysis of interest rate risk, reporting its impact on the income statement and equity, as required by IFRS 7. This analysis was performed assuming a 1% increase/decrease in the relevant interest rate curves by individual currency.

Sensitivity analysis of interest rate
risk on floating rate items
Underlying
average
Increase
(decrease of
Impacts on
income
Impacts on
equity
rate) statement
2024 23.9 1% (0.6) -
2023 (5.9) 1% (0.5) -
2024 23.9 -1% 0.6 -
2023 (5.9) -1% 0.5 -

At 31 December 2024, the Group held floating-rate debt financial instruments. Floating-rate financial instruments included in the sensitivity analysis concern cash and cash equivalents, current and non-current financial receivables and payables, and interest rate derivatives held. The analysis was conducted taking into account:

  • the change in interest income and expense during the year attributable to any reasonable changes in interest rates applicable to floating-rate assets and liabilities held during the year;
  • there is no impact on equity as there are no active interest rate derivative financial instruments The result of the analysis shows:
  • a one percentage point increase in interest rates (+1%) would have a negative impact on the income statement for the period, due to higher financial expense of Euro 0.6 million (higher financial expense of Euro 0.5 million in 2023);
  • a one percentage point (-1%) decrease in interest rates, taking account of the contractual provisions relating to the applicability of negative rates, would have a potential positive impact of Euro 0.6 million on the income statement for the period (income of Euro 0.5 in 2023).

Currency risk

Currency risk can be defined as the set of negative effects on balance sheet assets or liabilities arising from changes in exchange rates. Despite its international presence, the Group did not record significant exposure to currency risk, given that the Euro is the functional currency of the main Group business areas.

Exposure to currency risk is limited to certain minor commercial and financial positions relating to RCS MediaGroup, RCS Sports and Events and La7.

Currency risk management is regulated by specific policies that define the risk management objectives, limits, roles and responsibilities within the process. The use of derivative instruments for speculative purposes is not permitted, i.e. not targeted at pursuing the aforementioned objective.

Sensitivity analysis

The currencies to which the Group shows greater exposure to foreign exchange risk are the U.S. dollar, the UAE dirham, and the Mexican peso.

Regarding exposure to the U.S. dollar, the net receivable position is Euro 7.9 million. A 10% appreciation of the euro against the U.S. dollar would thus have resulted in a consolidated loss of approximately Euro 0.9 million (minor profit in 2023 with a net debt position of Euro 1 million).

As regards the exposure to the dirham, the net receivable position is Euro 6.1 million. A 10% appreciation of the euro against the dirham would thus have resulted in a consolidated loss of approximately Euro 0.6 million (loss of approximately Euro 0.8 million in 2023 with a net credit position of Euro 8.5 million).

Lastly, as regards the exposure to the Mexican peso, the net payable position is Euro 5.1 million. A 10% appreciation of the euro against the peso would thus have resulted in a consolidated profit of approximately Euro 0.5 million (minor profit and net debt position in 2023).

If the dollar, the dirham and the peso appreciated 10% against the euro, the impact on the income statement would have had the same amount but opposite sign.

Credit risk

Credit risk can be defined as the possibility of incurring a financial loss due to the counterparty's failure to fulfil its contractual obligations.

The tables below show the Group's maximum exposure to credit risk for equity components:

Description 31/12/2024 31/12/2023 Change
Trade receivables (1) 266.7 260.7 6.0
Non-current financial receivables - - -
Current financial receivables 0.1 0.9 (0.8)
Other non-current assets 3.5 4.5 (1.0)
Other current assets (2) 89.1 78.4 10.7
Total receivables and other assets 359.4 344.5 14.9
Cash funds 83.3 58.1 25.2
Total 442.7 402.6 40.1

(1) Trade receivables also include receivables from parent companies, associates and subsidiaries in the amount of Euro 1.4 million (Euro 1.2 million in 2023).

(2) Other current assets do not include accrued income and deferred expense of Euro 13.8 million at 31 December 2024 (Euro 10.3 million at 31 December 2023).

Description Trade Non Current Other non Other Cash Total
receivables (1) current financial current current funds
financial receivables assets assets
receivables
2024
Total gross 302.7 0.1 3.5 96.4 83.3 486.0
amount
Write-down
(36.0) - - - (7.3) - (43.3)
Total net value 266.7 - 0.1 3.5 89.1 83.3 442.7
(1) Trade receivables also include receivables from parent companies, subsidiaries and affiliates for Euro 1.4 million.
Description Trade Non Current Other non Other Cash Total
receivables (1) current financial current current funds
financial receivables assets assets
receivables
2023
Total gross 300.1 - 0.9 4.5 87.6 58.1 451.2
amount
Write-down
(39.4) - - - (9.2) - (48.6)
Total net value 260.7 - 0.9 4.5 78.4 58.1 402.6

(1) Trade receivables also include receivables from parent companies, subsidiaries and affiliates for Euro 1.2 million.

The Group is exposed to credit risk, in relation mainly to trade receivables and, specifically, to advertising sales. This risk is, however, mitigated by the fact that exposure is spread over a large number of customers and that monitoring and control procedures are in place to counter the risk.

Net trade receivables, amounting to Euro 265.3 million at 31 December 2024 (Euro 266.7 including transactions with parents, associates and affiliates), include Euro 140.2 million referring to the RCS Group (Euro 140.5 million, including transactions with parents, associates and affiliates) and Euro 125.1 million to Cairo Communication and its subsidiaries (excluding the RCS Group) (Euro 126.2 million, including transactions with parents, associates and affiliates). Trade receivables are stated net of an allowance for impairment of Euro 36 million.

Gross trade receivables for the RCS Group, including transactions with parent companies, associates and affiliates, amounted to Euro 172.3 million. New customers and customer credit rating is evaluated by an automated credit scoring system. The rating model applied to Italy uses the "expected default frequency" model prepared by a leading financial information and analysis group. The table below provides information on the quality of the receivables held in the portfolio of the RCS Group:

Description Trade
receivables
31/12/2024
Trade
receivables
31/12/2023
Rating A (low risk) 32.9 29.2
Rating B (medium risk) 79.5 90.4
Rating C (high risk) 5.8 6.1
Rating Z (not rated) 54.1 35.3
Total 172.3 161.0
Write-down (31.8) (36.0)
Net total 140.5 125.0

The category of loans and receivables with a Z Rating mostly refers to loans and receivables from public entities, foreign customers and mass market customers.

With regard to m-Dis, it should be noted that the relating balance sheet items fall under the Z Rating band; in order to alleviate the credit risk effects, m-dis Distribuzione Media S.p.A. keeps a watchful eye on the credit

situation and has obtained guarantees (sureties) from many local distributors to partly cover the credit risk. However, the decline in settlements and the virtual absence of market access barriers may lead to changes in the current distribution chain, with a concentration of players and greater credit risk.

With regard to Cairo Communication and its subsidiaries (excluding the RCS Group), gross trade receivables came to Euro 130.4 million. The allowance for impairment amounted to Euro 4.2 million.

The ageing of trade receivables by due date at 31 December 2024 versus 31 December 2023 is as follows:

31/12/2024 Current
Past due
Past due 61-
Past due
Past due Total
30-60 dd 90 dd 91-180 dd over
180 dd
Trade receivables 114.9 2.5 2.1 0.4 10.5 130.4
Allowance for impairment (0.2) (0.1) (0.1) (0.1) (3.8) (4.2)
Receivables from
customers
114.7 2.5 2.0 0.3 6.7 126.2
31/12/2023 Current Past due Past due 61- Past due Past due Total
30-60 dd 90 dd 91-180 dd over
180 dd

Trade receivables 122.3 0.5 3.3 1.9 11.1 139.1 Allowance for impairment (0.3) (0.1) (0.3) (0.3) (5.4) (6.4)

122.0 0.4 3.0 1.6 5.7 132.7

Price risk

customers

Receivables from

The Group is not exposed to significant price risks from financial instruments that fall within the scope of application of IAS 39.

42. Financial Instruments: disclosures

As required by IFRS 7, the table below shows the carrying amounts of items included in each category identified by IFRS 9. The carrying amount generally coincides with the measurement at amortized cost of the financial assets/liabilities, except for derivative instruments and other equity instruments measured at fair value.

In accordance with IFRS 7, sundry receivables and other current assets, shown in the table below do not include tax receivables, accrued income and deferred expense and receivables from social security institutions.

Likewise, sundry payables and other current liabilities do not include payables to social security institutions, accrued expense and deferred income, and untaken holiday entitlement.

Description 31/12/2024 31/12/2023
FINANCIAL ASSETS
Financial assets at amortized cost
Non-current financial receivables
Other non-current assets 3.5 4.5
Trade receivables 265.3 259.5
Receivables from parents, associates and affiliates 1.4 1.2
Sundry receivables and other current assets 17.0 18.3
Current financial receivables 0.1 0.9
Cash and cash equivalents 83.3 58.1
Financial assets at fair value through profit or loss
Non-hedging derivatives
Other non-current equity instruments
Financial assets at fair value through other
comprehensive income
Hedging derivatives
0.2
Other non-current equity instruments 4.8 5.0
TOTAL 375.4 347.5
FINANCIAL LIABILITIES
Financial liabilities at amortized cost
Non-current financial payables and liabilities 45.7 40.4
Other non-current liabilities
Non-current liabilities from leases 124.3 120.0
Payables to banks 1.8 6.3
Current financial payables 14.4 17.3
Trade payables 283.0 278.1
Payables to parents, associates and affiliates 12.3 11.7
Sundry payables and other current liabilities 45.4 44.8
Current liabilities from leases 25.9 25.4
Financial liabilities at fair value through profit or
lossNon-hedging derivatives
Financial liabilities at fair value through other
comprehensive income
Hedging derivatives
TOTAL 552.8 544.5

Financial assets measured at fair value and recognized in the statement of comprehensive income include securities and equity investments that are not controlled, linked or traded, defined as other equity instruments. The Company generally chooses to measure the instrument at fair value with changes recognized in other comprehensive income.

IFRS 7 requires financial instruments recognized in the statement of financial position at fair value to be classified on the basis of a three-level fair value hierarchy. The levels of the hierarchy are as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices);
  • Level 3: Inputs for the asset or liability which are not based on observable market data.

Assets and liabilities have been classified according to the fair value hierarchy as follows.

Hierarchy of fair value measurement for categories of Level 1 Level 2 Level 3 Total
financial instruments at 31/12/2024
FINANCIAL ASSETS
Financial assets at fair value through profit or loss
Hedging derivatives
Financial assets at fair value through other comprehensive
income Other equity instruments 0.1 4.7
TOTAL 0.1 4.7
FINANCIAL LIABILITIES
Financial liabilities at fair value through other comprehensive
income Hedging derivatives
TOTAL
Hierarchy of fair value measurement for categories of Level 1 Level 2 Level 3 Total
financial instruments at 31/12/2023
FINANCIAL ASSETS
Financial assets at fair value through profit or loss
Hedging derivatives 0.2 0.2
Financial assets at fair value through other comprehensive
income Other equity instruments 0.2 4.8 5.0
TOTAL 0.2 0.2 4.8 5.2
FINANCIAL LIABILITIES
Financial liabilities at fair value through other comprehensive
income Hedging derivatives
TOTAL

In accordance with IFRS 7, the table below shows the effects of financial instruments on the income statement and equity, which mainly consist of gains and losses arising on the purchase and sale of financial assets and liabilities, as well as from fair value gains or losses and the interest income/expense relating to financial assets/liabilities measured at amortized cost.

Note 31/12/2024 31/12/2023
Net profit (loss) recognized on financial assets and liabilities measured at fair value in profit (loss)
for the year
Other equity instruments
of which profit (loss) from derecognition 1 0
Net profit (loss) recognized on financial assets and liabilities measured at amortized cost
Financial assets
Allocation to the allowance for impairment 8 (6.0) (4.3)
Gains (losses) from the derecognition of trade and sundry receivables 9 (1.3) (0.1)
Gains (losses) from the derecognition of receivables and other financial assets 1 0
Write-down of financial receivables including reversals 1 0
Financial liabilities
of which profit (loss) from derecognition 1 1
of which profit (loss) from re-negotiation 1 1
Net profit (loss) recognized on investments in equity instruments measured at fair value through other comprehensive income
Other equity instruments
of which profit (loss) from change in fair value 1 8 (0.2) (0.4)
Net gains (losses) recognized on cash flow hedge derivatives
Hedging derivatives
of which profit (loss) through other comprehensive income 3 3 (1.0)
of which profit (loss) through the income statement 1 1 0.1 1.3
Interest income (expense) at the effective interest rate accrued on financial assets/liabilities not
through FVPTL
Interest income on receivables/loans at amortized cost 1 1 0.7 0.5
Interest expense on financial liabilities at amortized cost 1 1 (2.7) (4.1)
Liabilities from leases 1 1 (3.3) (3.1)
Expense and fees not included in effective interest rate
Financial liabilities at amortized cost (0.6) (0.9)

43. Net change in financial payables and other financial assets reported in the statement of cash flows

Changes in financial payables and other financial assets are shown below. The table reconciles the cash flows shown in the statement of cash flows with the total changes recorded, for the period under review, in the consolidated statement of financial position.

Description 31/12/2023 Cash
Non-monetary
31/12/2024
flow changes
Net
increases
leases
Fair value
derivatives
Other
changes
Financial payables 57.7 2.8 - - (0.4) 60.1
Current financial (0.9) 0.8 - - - (0.1)
receivables
Derivatives
(0.2) - - 0.2 - 0.0
Net change in financial
payables and other
(financial assets)
56.5 3.6 - 0.2 (0.4) 59.9
Cash funds 58.1 25.2 - - - 83.3
Current payables to banks (6.3) 4.5 - - - (1.8)
Cash and cash
equivalents
51.8 29.7 - - - 81.5
Net financial debt
(liquidity)
4.8 (26.1) - 0.2 (0.4) (21.5)
Liabilities from leased
assets
145.4 (23.0) 29.2 - (1.4) 150.2

As required by IFRS, current bank loans and overdrafts form part of the change in cash and cash equivalents.

44. Board of Directors' and Board of Statutory Auditors' fees

With regard to Cairo Communication and its subsidiaries other than those belonging to the RCS Group, information is presented below in aggregate form regarding the fees to Directors, Statutory Auditors, General Managers and Key Management Personnel, according to the various forms in which they were paid:

Key management personnel Service costs Personnel Sundry payables
(€ millions) expense (AGP) and other current
liabilities
Board of Directors - fees (0.2)
Board of Statutory Auditors - fees (0.1) 0.1
Chief Executive Officers (1.1) (0.8) 0.3
Key management personnel (0.4) (1.5) 0.3
Total (1.7) (2.2) 0.7

This information is analyzed in detail in the appropriate Remuneration Report, prepared pursuant to Article 123 ter of the TUF.

The consolidated financial statements of Cairo Communication at 31 December 2024 also include, for an amount of Euro 8.4 million, the fees to Directors, Statutory Auditors, and Key Management Personnel attributable to the RCS Group, detailed as follows:

Key management personnel Service costs Personnel Sundry
(€ millions) expense (AGP) payables and
other current
current
Board of Directors (4.6) 2.0
Board of Statutory Auditors - fees (0.2) 0.2
Key management personnel (0.4) (3.2) 0.6
Total (5.2) (3.2) 2.8

Regarding key management personnel as defined by the RCS Group, reference should be made to the list in Section I of the Remuneration Report published on the website www.rcsmediagroup.it.

For additional information regarding the commitments to key management personnel of RCS MediaGroup S.p.A., reference is made to the RCS Remuneration Report published on the website www.rcsmediagroup.it

45. Significant events after the year

After year end, the Board of Directors of the Company, with notice released on 20 February 2025, as per Article 102 of Legislative Decree 58/98 and Article 37 of CONSOB Resolution no. 11971/99 (the "102 Notice"), announced the decision to launch a voluntary partial public purchase offer on treasury shares, for a maximum total of 24,194,987 shares of the Company, representing 18.0% of the share capital, at a consideration per share of Euro 2.900 (the "Consideration" and, the mentioned voluntary partial public purchase offer, the "Offer"), subject, inter alia, to the approval of a new authorization for the purchase of treasury shares (to be completed also through the Offer), adopted by the shareholders' meeting on 25 March 2025.

The Company will meet the financial commitments required to pay the Consideration through the use of its own funds and the debt arising from the loan agreement outlined in the commitment letter received on 20 February 2025 from UniCredit S.p.A. as lending bank, Underwriter, Global Coordinator, Mandated Lead Arranger, and Bookrunner.

For more information on the Offer, please refer to Notice 102 and the press release issued on 25 March 2025 regarding the resolution of the Shareholder's meeting that authorized the purchase and disposal of Treasury shares, both available on the Company's website at www.cairocommunication.it.

No events took place after year end that would require any adjustments to the figures presented in this Annual Report.

46. Transactions deriving from atypical and/or unusual or non-recurring transactions

Pursuant to CONSOB Communication of 28 July 2006 no. DEM/6064296, it should be noted that in 2024 the Cairo Communication Group did not engage in any atypical and/or unusual transactions as defined by the above Communication.

The consolidated income statement also includes non-recurring income and expense as analyzed in Note 12 above.

Cairo Communication S.p.A. Consolidated financial statements at 31 December 2024 – Annexes

200

LIST OF GROUP INVESTMENTS AT 31 DECEMBER 2024

Annex 1

The tables below list all Cairo Communication Group companies, showing the company name, registered office, quota capital, and shares held, whether directly or indirectly, by the Parent Cairo Communication S.p.A. and by each subsidiary, and the consolidation method.

Company Register Share Curre Investing % Direct % Business Consoli
ed office capital at ncy company interest Consoli segment dation
31/12/2024 d. method
Cairo Communication S.p.A. Milan 6,989,663 Euro Advertising Full
Cairo Editore S.p.A. Milan 1,043,256 Euro Cairo 99.95 99.95 Publishing Full
Communication
S.p.A.
La7 S.p.A. Rome 1,020,000 Euro Cairo 100.00 100.00 TV publishing Full
Communication
S.p.A.
CairoRCS Media S.p.A. Milan 100,000 Euro Cairo 51.00 Full
Communication
S.p.A. 80.25 Advertising
RCS 49.00
MediaGroup
S.p.A.
Cairo Network S.r.l. Milan 5,500,000 Euro Cairo 100.00 100.00 Network Full
Communication operator
Milan Euro S.p.A.
Cairo
100.00 100.00 Full
Cairo Publishing S.r.l. 10,000 Communication Publishing
Il Trovatore S.r.l. Milan 25,000 Euro S.p.A.
Cairo
80.00 80.00 Internet Full
Communication
S.p.A.
Edizioni Anabasi S.r.l. Milan 10,200 Euro Cairo Editore 100.00 99.95 Publishing Full
S.p.A.
RCS MediaGroup S.p.A. Milan 270,000,000 Euro Cairo 59.69 59.69 Publishing Full
Communication
S.p.A.
MyBeautyBox S.r.l. RCS
Milan 10,000 Euro MediaGroup 90.00 53.72 Multimedia Full
S.p.A.
Blei S.r.l. in liquidation RCS
Milan 1,548,000 Euro MediaGroup 100.00 59.69 Advertising Full
S.p.A.
RCS Produzioni S.p.A. Milan RCS
1,000,000 Euro MediaGroup 100.00 59.69 Print media Full
S.p.A.
RCS Produzioni Milano Milan RCS
S.p.A. 1,000,000 Euro MediaGroup 100.00 59.69 Print media Full
S.p.A.
RCS Produzioni Padova Milan RCS
S.p.A. 500,000 Euro Mediagroup 100.00 59.69 Print media Full
Consorzio Milano Marathon Milan S.p.A.
S.r.l. 20,000 Euro RCS Sport 100.00 59.69 Services Full
RCS Sport S.p.A. Milan S.p.A.
RCS
100,000 Euro Mediagroup 100.00 59.69 Services Full
S.p.A.
Società Sportiva Milan
Dilettantistica RCS Active 10,000 Euro RCS Sport 100.00 59.69 Services Full
Team a r.l. S.p.A.

Company Register
ed office
Share
capital at
31/12/2024
Curren
cy
Investing
company
% Direct
interest
% Consolid. Business
segment
Consolidation
method
RCS Sports & Events S.r.l. Milan 10,000 Euro RCS
MediaGroup
100.00 59.69 Advertising Full
Digital Factory S.r.l. Milan 500,000 Euro S.p.A.
RCS
MediaGroup
100.00 59.69 Television Full
Sfera Service S.r.l. Milan 52,000 Euro S.p.A.
RCS
Mediagroup
S.p.A.
100.00 59.69 Services Full
Trovolavoro S.r.l. Milan 674,410 Euro RCS
MediaGroup
S.p.A.
100.00 59.69 Advertising Full
M-Dis Distribuzione Media
S.p.A.
Milan 6,392,727 Euro RCS
MediaGroup
100.00 59.69 Distribution Full
MDM Milano Distribuzione
Media S.r.l.
Milan 611,765 Euro S.p.A.
M-Dis
Distribuzione
56.00 33.43 Distribution Full
Pieroni Distribuzione S.r.l. Milan 750,000 Euro Media S.p.A.
M-Dis
Distribuzione
51.00 30.44 Distribution Full
TO-dis S.r.l. Milan 10,000 Euro Media S.p.A.
M-Dis
Distribuzione
100.00 59.69 Distribution Full
Emoxione S.r.l. Milan 10,000 Media S.p.A.
Euro Ecomozione 5D
100.00 41.78 Services Full
In Viaggio Doveclub S.r.l. Milan 50,000 Euro S.L.
RCS
Mediagroup
100.00 59.69 Services Full
RCS Innovation S.r.l. Milan 10,000 Euro S.p.A.
RCS
Mediagroup
100.00 59.69 Services Full
Canal Mundo Radio Cataluna Barcelon 3,010 S.p.A.
Euro Unidad Editorial
99.99 59.68 Radio Full
S.L. (in liquidation)
Corporación Radiofónica
Informacion y Deporte
a
Madrid
900,120 Euro S.A.
Unedisa
Comunicaciones
100.00 59.68 Radio Full
S.L.U.
Ediciones Cónica S.A.
Madrid 432,720 S.L.U.
Euro Unidad Editorial
99.40 59.33 Publishing Full
Ediservicios Madrid 2000
S.L.U.
Madrid 601,000 S.A.
Euro Unidad Editorial
Revistas S.L.U.
100.00 59.68 Publishing Full
Unidad Editorial Ediciones
Locales, S.L.
Madrid 1,732,345 Euro Unidad Editorial
S.A.
87.23 58.76 Publishing Full
Unidad Editorial
Informaciòn
General S.L.U.
11.22 Publishing Full
La Esfera de los Libros S.L. Madrid 48,000 Euro Unidad Editorial
S.A.
75.00 44.76 Publishing Full
Unedisa Comunicaciones
S.L.U.
Madrid 610,000 Euro Unidad Editorial
S.A.
100.00 59.68 Multimedia Full
Unedisa Telecomunicaciones
S.L.U.
Madrid 1,100,000 Euro Unidad Editorial
S.A.
100.00 59.68 Multimediale Full
Unedisa Telecomunicaciones
de Levante S.L. (in
liquidation)
Valencia 3,010 Euro Unedisa
Telecomunicacio
nes S.L.U.
51.16 30.53 Multimedia Full
Unidad Editorial S.A. Madrid 125,896,898 Euro RCS
Mediagroup
S.p.A.
99.99 59.68 Editoriale Full
Unidad Liberal Radio S.L. Madrid 10,000 Euro Unidad Editorial
S.A.
55.00 32.83 Multimediale Full
Unidad de Medios Digitales
S.L. (in liquidation)
Madrid 3,000 Euro Unidad Editorial
S.A.
50.00 29.84 Advertising Full
Unidad Editorial Informaciòn
Deportiva S.L.U.
Madrid 4,423,043 Euro Unidad Editorial
S.A.
100.00 59.68 Multimediale Full

Company Registered
office
Share
capital at
31/12/2024
Currency Investing
company
% Direct
interest
%
Consolid.
Business
segment
Consolidation
method
Unidad Editorial Informaciòn
Economica S.L.U.
Madrid 102,120 Euro Unidad Editorial
S.A.
100.00 59.68 Publishing Full
Unidad Editorial Formacion
S.L.U.
Madrid 1,693,000 Euro Unedisa
Telecomunicacio
nes S.L.U.
100.00 59.68 Training Full
Unidad Editorial Informaciòn
General S.L.U.
Madrid 102,120 Euro Unidad Editorial
S.A.
100.00 59.68 Publishing Full
Unidad Editorial Revistas
S.L.U.
Madrid 1,195,920 Euro Unidad Editorial
S.A.
100.00 59.68 Publishing Full
Ecomozione 5D S.L. Barcelona 100,000 Euro Sfera Editores
Espana S.L.
70.00 41.78 Services Full
Unidad Editorial
Sports&Events S.L.U. (in
liquidation)
Madrid 6,000 Euro Unidad Editorial
S.A.
100.00 59.68 Services Full
Veo Television S.A. Madrid 769,824 Euro Unidad Editorial
S.A.
100.00 59.68 Television Full
Sfera Editores Espana S.L. Barcelona 174,000 Euro RCS
MediaGroup
S.p.A.
100.00 59.69 Publishing/Ser
vices
Full
Sfera Editores Mexico S.A. Colonia
Anzures
11,285,000 MXN RCS
MediaGroup
S.p.A.
Sfera Service
S.r.l.
99.999
0.001
59.69 RCS
MediaGroup
S.p.A.
Full
Sfera France SAS Paris 240,000 Euro Sfera Editores
Espana S.L.
66.70 39.81 Publishing/Ser
vices
Full
Unidad Editorial USA Inc. Miami 1,000 USD Unidad Editorial
S.A.
100.00 59.68 Publishing/Ser
vices
Full
Hotelyo S.A. in liquidation Chiasso 100,000 CHF RCS
MediaGroup
S.p.A.
100.00 59.69 Digital Full
RCS Sports and Events
DMCC
Dubai 20,077 Euro RCS Sports &
Events S.r.l.
100.00 59.69 Services Full

Companies consolidated at equity

Company Register Share Currency Investing % Business Consolidation
ed office capital at
31/12/2024
company Direct
interest
segment method
Quibee S.r.l. Turin 15,873 Euro RCS 37.00 Digital Equity
MediaGroup
Consorzio C.S.E.D.I. Milan 103,291 Euro M-Dis 20.00 Distributio Equity
Distribuzione n
Media S.p.A.
Pieroni 10.00 Distributio Equity
Distribuzione n
S.r.l.
GD Media Service S.r.l. Milan 789,474 Euro M-Dis 29.00 Distributio Equity
Distribuzione n
Media S.p.A.
Corporacion Bermont S.L. Madrid 21,003,100 Euro Unidad Editorial 37.00 Print media Equity
S.A.
Bermont Catalonia S.A. Barcelon 60,101 Euro Corporacion 100.00 Print media Equity
a Bermont S.L.
Bermont Impresion S.L. Madrid 321,850 Euro Corporacion 100.00 Print media Equity
Bermont S.L.
Bermont Packaging S.L. Madrid 6,010 Euro Corporacion 100.00 Print media Equity
Bermont S.L.
Calprint S.L. Valladoli 1,856,880 Euro Corporacion 39.58 Print media Equity
d Bermont S.L.

Company Registered
office
Share capital
at 31/12/2024
Currency Investing
company
% Direct
interest
Business
segment
Consolidatio
n
method
Lagar S.A. Madrid 150,253 Euro Corporacion 60.00
Bermont S.L. Print media
Bermont 40.00 Equity
Impresion S.L.
Madrid Deportes y Madrid 600,000 Euro Unidad Editorial 30.00 Multimedia Equity
Espectáculos S.A. (in Informaciòn
Newsprint Impresion Digital
S.L.
Tenerife 93,000 Euro TF Print S.A. 50.00 Print media Equity
Distribuciones Aliadas S.A Sevilla 60,200 Euro Recoprint Dos
Hermanas
100.00 Print media Equity
Omniprint S.A. Santa Maria 2,790,000 Euro Corporacion 100.00 Print media Equity
del Cami Bermont S.L.
Radio Salud S.A. Barcelona 200,782 Euro Unedisa 30.00 Radio Equity
Comunicaciones
Recoprint Dos Hermanas Madrid 2,052,330 Euro Corporacion 100.00 Print media Equity
S.L.U. Bermont S.L.
Recoprint Impresiòn S.L.U. Madrid 3,010 Euro Corporacion 100.00 Print media Equity
Bermont S.L.
Recoprint Pinto S.L.U. Madrid 3,652,240 Euro Corporacion 100.00 Print media Equity
Bermont S.L.
Recoprint Rábade S.L.U. Madrid 1,550,010 Euro Corporacion 100.00 Print media Equity
Bermont S.L.
Recoprint Sagunto S.L.U. Madrid 2,281,920 Euro Corporacion 100.00 Print media Equity
Bermont S.L.
TF Print S.A. Santa Cruz 1,382,328 Euro Corporacion 75.00 Print media Equity
de Tenerife Bermont S.L.
Bermont 25.00
Impresion S.L.
Unidad Liberal Radio Madrid Madrid 10,000 Euro Unidad Editorial 45.00 Multimedia Equity
S.L. S.A.
Libertad Digital 55.00
S.A.
Iniziativa Immobiliare Due Milan 500,000 Euro Inimm Due 100.00 Real estate Equity
S.r.l. S.à.r.l.
Inimm Due S.à.r.l. Luxembourg 240,950 Euro RCS 20.00 Real estate Equity
MediaGroup

Investments in other companies

Registered Share Currenc Investing %
Direct
Business Consoli
dation
Company office capital at
31/12/2024
y company interest segment method
Auditel S.r.l. Milan 300,000 Euro La7 S.p.A. 3.33 Television Cost
Ansa Società Cooperativa Rome 10,619,256 Euro RCS 3.73 Publishing Cost
MediaGroup
Cefriel S.c.a r.l. Milan 1,173,393 Euro S.p.A.
RCS
4.93 Research Cost
Mediagroup
Consorzio Edicola Italiana Milan 60,000 Euro S.p.A.
RCS
16.67 Digital Cost
MediaGroup
S.p.A.
Consuledit S.c.a r.l. in Milan 20,000 Euro RCS 19.55 Publishing Cost
liquidation MediaGroup
S.p.A.
H-Farm S.p.A. Roncade 20,015,693 Euro RCS 0.34 Services Cost
(TV) MediaGroup
Immobiliare Editori Giornali Rome 830,462 Euro S.p.A.
RCS
7.49 Publishing Cost
S.r.l. MediaGroup
S.p.A.
ItaliaCamp S.r.l. Rome 154,640 Euro RCS 2.91 Services Cost
Mperience S.r.l. Rome 31,856 Euro MediaGroup
RCS
1.68 Digital Cost
MediaGroup
S.p.A.
Fantaking Interactive S.r.l. Brescia 10,000 Euro RCS 15.00 Digital Cost
MediaGroup
S.p.A.
HIIT TopCo GmbH Munich 7,773,595 Euro RCS 0.31
Mediagroup
S.p.A.
Cairo
0.13 Services Cost
Communication
S.p.A.
Premium Publisher Network Milan 19,426 Euro RCS 20.51 Advertising Cost
(Consortium) MediaGroup
S.p.A.
Giorgio Giorgi S.r.l. Calenzano 1,000,000 Euro M-Dis 5.00 Distribution Cost
(FI) Distribuzione
Cronos Producciones Madrid Media S.p.A. 100.00 Cost
Multimedia S.L.U. 3,010 Euro Libertad Digital
Television S.A.
Publishing
Ábside Media S.L. Madrid 19,414,992 Euro Unidad Editorial 0.02 Multimedia Cost
S.A.
Digicat Sis S.L. Barcelona 3,200 Euro Radio Salud
S.A.
25.00 Radio Cost
Libertad Digital S.A. Madrid 4,763,260 Euro Unidad Editorial 1.16 Multimedia Cost
S.A.
Libertad Digital Publicidad y Madrid 3,010 Euro Libertad Digital
S.A.
100.00 Advertising Cost
Marketing S.L.U
Libertad Digital Television
Madrid 775,800 Euro Libertad Digital 99.66 Televisivo Cost
S.A. S.A.
Medios de Azahar S.A. Castellon 825,500 Euro Unidad Editorial 6.12 Servizi Cost
Ediciones
Locales, S.L
Palacio del Hielo S.A. Madrid 185,742 Euro Unidad Editorial
S.A.
8.53 Multimedial Cost
Wouzee Media S:L Madrid 14,075 Euro Unidad Editorial e
10.00 Multimedial
Cost
S.A. e
Yoodeal Ltd Ash 150,000 GBP RCS 2.00 Digitale Cost
Aldershot
Surrey
Mediagroup
S.p.A.

RELATED PARTY TRANSACTIONS

Annex 2

The tables below provide details on related party transactions of the Cairo Communication Group:

Parent companies
(€ millions)
Trade
receivables
Other
receivables and
current assets
Receivables
from
consolidatio
Other
current
financial
U.T. Communication S.p.A. 0.1 - - -
Total 0.1 - - -
Associates
(€ millions)
Trade
receivables
Other
receivables and
current assets
Receivables
from
consolidatio
Other
current
financial
GD Media Service S.r.l. 0.2 - - -
Total 0.2 - - -
Associates
(€ millions)
Trade
payables
Other payables
and current
liabilities
Payables
from
consolidatio
Other
current
financial
GD Media Service S.r.l. 0.5 -
Bermont Impresion S.L. (Bermont 3.6 - - -
Group)
Recoprint Dos Hermanas S.L.U.
(Bermont Group)
1.3 - - -
Recoprint Sagunto S.L.U. (Bermont
Group)
1.3 - - -
Calprint S.l. (Bermont Group) 0.0 -
Omniprint S.A. (Bermont Group) 0.6 - - -
Bermont Catalonia S.A. (Bermont 1.0 - - -
Group)
TF Print S.A. (Bermont Group)
0.7 - - -
Recoprint Ràbade S.L.U. (Bermont 1.0 - - -
Group)
Radio Salud S.A.
0.2 - - -
Total 10.2 - - -
Companies subject to the control
of parents
(€ millions)
Trade
receivables
Other
Receivables
receivables and
from
consolidation
current assets
Other
current
financial
assets
Torino FC S.p.A. 1.1 - - -
Total 1.1 - - -

Companies subject to the
control of parents
(€ millions)
Trade
payables
Other payables and
current liabilities
Payables
from
consolidatio
Other
current
financial
Torino FC S.p.A. 2.1 - n
-
liabilities
Total 2.1 - - -
Other related parties
(€ millions)
Trade
receivables
Other receivables
and current assets
Receivables
from
consolidatio
Other
current
financial
Della Valle Group companies 0.4 - - -
Total 0.4 - - -
Associates
(€ millions)
Operating revenue Operating costs Financial
income
Financial
expense
GD Media Service S.r.l. 0.3 (0.8) - -
Bermont Impresion S.L.
(Bermont Group)
- (5.0) - -
Recoprint Dos Hermanas
S.L.U. (Bermont Group)
- (1.8) - -
Recoprint Sagunto S.L.U. - (1.5) - -
(Bermont Group)
Omniprint S.A. (Bermont
Group)
- (0.7) - -
Bermont Catalonia S.A. - (1.3) - -
(Bermont Group)
TF Print S.A. (Bermont
Group)
- (0.9) - -
Recoprint Ràbade S.L.U. - (1.2) - -
(Bermont Group)
Radio Salud S.A.
0.1 (0.5)
Total 0.4 (13.7) - -
Companies subject to the
control of parents
(€ millions)
Operating revenue Operating costs Financial
income
Financial
expense
Torino FC S.p.A. 0.3 (5.1) - -
Total 0.3 (5.1) - -
Other related parties
(€ millions)
Operating
revenue
Operating costs Financial
income
Financial
expense
Della Valle Group companies 0.8 - - -
Supplementary Pension Fund for
Senior Managers (FIPDIR)
- (0.3) - -
Total 0.8 (0.3) - -

Consolidated Income Statement pursuant to CONSOB Resolution no. 15519 of 27 July 2006

€ millions 2024 related % of total 2023 related % of total
parties (*) parties (*)
Net revenue 1,037.3 1.5 0.1% 1051.3 1.6 0.2%
- of which non-recurring - 1.9
Other revenue and income 58.0 - 48.0 -
Change in inventory of finished products (0.1) - - (0.7) - -
Raw and ancillary materials and (93.7) - - (113.2) - -
consumables
Service costs (440.9) (19.1) 4.3% (450.1) (19.9) 3.6%
- of which non-recurring - (0.5)
Rentals and leases (31.4) - - (30.6) - -
Personnel expense (323.9) - - (321.8) - -
- of which non-recurring (4.2) (1.8)
Amortization, depreciation, provisions (84.0) - - (80.6) - -
and write-downs
- of which non-recurring
1.3 -
Other operating costs (17.4) - - (15.3) - -
Gains (losses) from the derecognition of (1.3) - - (0.1)
trade and sundry receivables
Operating profit
102.6 86.9
Other gains (losses) from financial
assets/liabilities (**)
0.1 - - 1.3 - -
Net financial income (expense) (9.8) - - (12.7) - -
Profit (loss) before tax 92.8 75.4
Income tax for the year (23.2) - - (14.3) - -
Profit (loss) from continuing 69.6 61.1
operations
Profit (loss) from discontinued
- - - - - -
operations
Profit (loss) for the year
69.6 61.1

(*) Related party transactions are analyzed in Note 40

Consolidated Statement of Financial Position pursuant to CONSOB Resolution no. 15519 of 27 July 2006

Assets 31 December related % of total 31 December related % of total
€ millions 2024 parties (*) 2023 parties (*)
Property, investment property, plant and 102.9 107.1
equipment
Rights of use on leased assets
135.5 130.4
Intangible assets 983.5 987.3
Investments 30.3 30.5
Non-current financial receivables and financial 0.0 0.0
assets recognized for derivatives
Other non-current assets 3.5 4.5
Deferred tax assets 84.5 84.0
Total non-current assets 1,340.2 1,343.8
Inventory 19.3 21.4
Trade receivables 265.3 0.4 0.2% 259.5 0.1 0.0%
Receivables from parents, associates and
affiliates
1.4 1.4 100.0% 1.2 1.2 100.0%
Sundry receivables and other current assets 102.9 88.7
Other current financial assets 0.1 1.1
Cash and cash equivalents 83.3 58.1
Total current assets 472.3 430.0
Total assets 1,812.5 1,773.8
Equity and liabilities 31 December
2024
related
parties (*)
% of total 31 December
2023
related
parties (*)
% of total
Share capital 7.0 7.0
Share premium reserve 224.2 224.2
Prior-years' profit (loss) 296.1 278.8
Profit for the year 45.2 38.4
Equity attributable to the owners of the 572.5 548.4
parent
Share capital and reserves attributable to
357.1 346.9
non-controlling interests
Total equity
929.6 895.3
Non-current financial payables and 45.7 40.4
liabilities
Non-current liabilities from lease contracts
124.3 120.0
Post-employment benefits 37.0 41.8
Provisions for non-current risks and 19.4 21.5
charges
Deferred tax liabilities
163.3 163.4
Other non-current liabilities 3.6 3.8
Total non-current liabilities 393.3 390.9
Payables and current financial liabilities 16.2 23.6
Current liabilities from lease contracts 25.9 25.4
Payables to suppliers 283.0 278.1
Payables to parents, associates and 12.3 12.3 100.0% 11.7 11.7 100.0%
affiliates
Tax payables
31.8 24.2
Current portion of provisions for risks and 16.5 20.7
charges
Sundry payables and other current
103.9 103.9
liabilities
Total current liabilities
489.6 487.6
Total liabilities 882.9 878.5
Total equity and liabilities 1,812.5 1,773.8

(*) Related party transactions are analyzed in Note 40

Information pursuant to Article 149-duodecies of CONSOB Issuer Regulation

Appendix

The following summary, prepared pursuant to Article 149-xii of CONSOB Issuer Regulation, shows the fees for the current year for auditing and other services provided by the Independent Auditors.

(€ millions) Services Fees
provided by for the year
Audit
Parent - Cairo Communication S.p.A. Deloitte & Touche S.p.A. 0.1
Subsidiaries Deloitte & Touche S.p.A. 0.2
Certification services (*)
Parent - Cairo Communication S.p.A. Deloitte & Touche S.p.A. 0.0
Subsidiaries Deloitte & Touche S.p.A. 0.0
Total 0.4

(*) Certification services refer mainly to audit activities related to sustainability reporting (Euro 48 thousand).

Auditing and other services to RCS MediaGroup and its subsidiaries are provided by the Independent Auditors Deloitte & Touche S.p.A. as shown in the table below:

(€ millions) Services Fees
provided by for the year
Audit
RCS MediaGroup S.p.A. Deloitte & Touche S.p.A. 0.4
Italian subsidiaries Deloitte & Touche S.p.A. 0.1
Foreign subsidiaries Deloitte Network 0.4
Certification services (*)
Italian companies Deloitte & Touche S.p.A. 0.1
Foreign subsidiaries Deloitte Network 0.0
Other services (*)
RCS MediaGroup S.p.A. Deloitte & Touche S.p.A. 0.1
Foreign subsidiaries Deloitte Network 0.0
Total 1.1

(*) Certification services refer mainly to limited review on sustainability disclosure (Euro 100 thousand) and certain

specific document verification activities (Euro 6 thousand). Other services refer mainly to methodological support for certain reporting project activities in compliance with the new 2022/2464 CSRD Directive.

Certification of the Consolidated Financial Statements and Independent Auditors' Report

213

Certification of the consolidated financial statements pursuant to Article 81 ter of CONSOB Regulation no. 11971 of 14 May 1999 as subsequently amended and supplemented

_______________________________________________________________________________

1. The undersigned Urbano Roberto Cairo, as Chairman of the Board of Directors, and Marco Pompignoli, as Financial Reporting Manager of Cairo Communication S.p.A., also in accordance with Article 154 bis, paragraphs 3 and 4 of Legislative Decree no. 58 of 24 February 1998, certify:

• the adequacy of the characteristics of the Company and

• the effective application of administrative and accounting procedures for the preparation of the 2024 consolidated financial statements.

2. We also certify that:

2.1 the consolidated financial statements at 31 December 2024:

  • a) were prepared in compliance with International Financial Reporting Standards endorsed by the European Union, pursuant to EEC Regulation no. 1606/2002 of the European Parliament and Council, of 19 July 2002,
  • b) are consistent with the accounting records and books,
  • c) give a true and fair view of the financial position and performance of the Issuer and the companies included in the consolidation scope;

2.2 the Directors' Report contains a reliable analysis of performance and the results of operations, as well as of the position of the Issuer and of the companies included in the consolidation scope, together with a description of the main risks and uncertainties they are exposed to.

Milan, 25 March 2025

Chairman

For the Board of Directors Financial Reporting Manager

(Urbano Roberto Cairo) (Marco Pompignoli)

Certification of sustainability reporting pursuant to Article 81-ter, paragraph 1, of CONSOB Regulation No. 11971 of 14 May 1999, as amended and supplemented

_______________________________________________________________________________

The undersigned Urbano Roberto Cairo, Chairman of the Board of Directors, and Marco Pompignoli, Financial Reporting Manager of Cairo Communication S.p.A., certify, pursuant to Article 154-bis, paragraph 5-ter, of Legislative Decree No. 58 of 24 February 1998, the preparation of the sustainability reporting included in the Directors' Report on Operations:

  • in accordance with the reporting standards applied under Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013, and Legislative Decree No. 125 of 6 September 2024;
  • with the specifications adopted under Article 8, paragraph 4 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020.

Milan, 25 March 2025

For the Board of Directors Financial Reporting Manager

Chairman

(Urbano Roberto Cairo) (Marco Pompignoli)

Deloitte & Touche S.p.A. Via Santa Sofia, 28 20122 Milano Italia

www.deloitte.it

INDEPENDENT AUDITOR'S REPORT PURSUANT TO ARTICLE 14 OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010 AND ARTICLE 10 OF THE EU REGULATION 537/2014

To the Shareholders of Cairo Communication S.p.A.

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Opinion

We have audited the consolidated financial statements of Cairo Communication S.p.A. and its subsidiaries (hereinafter referred as the "Group"), which comprise the consolidated statement of financial position as at December 31, 2024, and the consolidated income statement as at December 31,2024, the consolidated statement of comprehensive income as at December 31, 2024, the consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and the explanatory notes to the consolidated financial statements, including relevant information on the accounting policies applied.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Cairo Communication S.p.A. (hereinafter referred as the "Company") in accordance with the ethical requirements applicable under Italian law to the audit of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Impairment test of goodwill and other intangible assets with an indefinite useful life related to the Group RCS MediaGroup S.p.A.

Description of the
key audit matter
The consolidated financial statements at December 31, 2024 include
intangible assets with an indefinite useful life of Euro 852.1 million, of
which Euro 844.9 million relate to trademarks, magazines, television
and broadcast licenses' (Euro 656.6 million), as well as goodwill (Euro
188.3 million) mainly related to RCS MediaGroup Group S.p.A.
(hereinafter referred as "Group RCS").
The recoverability of the aforementioned intangible assets is verified by
the Directors at least annually, or, whenever there are indicators of
potential impairment, by comparing the carrying amount of the
intangible assets with the estimated recoverable amount through an
impairment test.
The Directors, with the support of an independent expert, determined
the recoverable amount of goodwill and other intangible assets with an
indefinite useful life related to RCS Group, estimating the value in use by
using the discounted cash flow model. To this end, the Directors
considered an explicit period and determined the terminal value of the
abovementioned other intangible assets according to the methods
described in the explanatory notes.
The methodology used for the impairment test is characterized by a high
degree of complexity and the use of estimates, which by their nature are
uncertain and subjective, with reference to the following elements:

the expected cash flows, whose determination is influenced by the
general economic trend and related markets, the cash flows
recorded by the RCS Group in recent years, and the expected growth
rates;

the parameters used to determine an appropriate discount rate
(WACC); and

the long-term growth rate (g-rate).
Following the impairment test, the Directors did not recognize any
impairment loss.
Given the materiality of the value of goodwill and other intangible assets
with an indefinite useful life related to RCS Group, the subjectivity and
uncertainty inherent in the estimates of expected cash flows and the

key variables of the impairment model, we considered the impairment test of those intangible assets as a key audit matter of the Group's consolidated financial statements.

Note 18 "Intangible assets" includes the disclosure on the impairment test.

Audit procedures
performed
As part of our audit, we have carried out, among other procedures, the
following, which were performed along with the support of Deloitte
network experts:

analysis of the methods used by the Directors to determine the
recoverable amount by analyzing the methods and assumptions
used for the development of the impairment test;

understanding of the relevant controls implemented by the Group on
this process;

verification of compliance with the applicable accounting standards
of the method adopted by the Directors for the impairment test;

assessment of the skills, abilities and objectivity of the expert
involved by the Directors for the preparation of the impairment test
related to RCS Group;

analysis of the reasonableness of the main assumptions adopted for
the determination of the projected cash flow;

analysis of sector data and other information we consider necessary
obtained from Directors;

analysis of the deviations between actual results and forecasted
results in order to assess the nature of the deviations and the
reliability of the planning process;

assessment of the reasonableness of the discount rate (WACC) and
of the long-term growth rate (g-rate);

verification of the mathematical clerical accuracy of the model used
to determine the value in use of the
cash generating unit
("CGUs");

verification of the correct determination of the book value of the
CGUs;

review of the sensitivity analysis prepared by Directors;

review of the disclosure reported by the Directors in the explanatory
notes and its compliance with IAS 36.
Recoverability of deferred tax assets of the Unidad Editorial Group
Description of the
key audit matter
The Group recognizes deferred tax assets of Euro 84,5 million of which
Euro 58 million relate to Unidad Editorial Group. Those deferred tax
assets are related to tax losses carried forward and to temporary tax
differences for which, under Spanish law, use restrictions are provided
for in respect of the tax base for each financial year.
The Directors have assessed the recoverability of these assets on the
basis of expected future taxable income arising from the five-year plan
(2025-2029) of the Unidad Editorial Group for the explicit period and
extrapolating from the latter the expected taxable income for
subsequent years.
Given the existence of tax losses generated in the past years, the
peculiarities of the Spanish law, as well as the subjectivity and
uncertainty inherent in the estimates of future taxable income, we
considered the recoverability of deferred tax assets of the Unidad
Editorial Group as a key audit matter of the Group's consolidated
financial statements.
Note 22 "Deferred tax assets" includes the disclosure on the Group's
deferred tax assets.
Audit
procedures
performed
As part of our audit, we have carried out, among other procedures, the
following:

understanding of the relevant controls implemented by the Group to
verify the recognition and recoverability of deferred tax assets;

analysis of the methods used by the Directors to verify the
recoverability of deferred tax assets;

analysis of the reasonableness of the main assumptions adopted for
the formulation of forecasts of future taxable income;

verification of the consistency of future taxable income with the five
year plan of Unidad Editorial Group prepared by the Directors and the
projections for subsequent years;

analysis of the deviations between actual results and forecasted
results in order to assess the nature of the deviations and the
reliability of the planning process;

analysis of deductible temporary differences and tax losses that
generated the recognition of deferred tax assets;

analysis of the appropriateness of the applied tax rates and the
arithmetical calculation of deferred tax assets;

review of the disclosure reported in the explanatory notes and its
compliance with IAS 12.

Responsibilities of the Directors and the Board of Statutory Auditors for the Consolidated Financial Statements

The Directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05, and, within the terms established by law, for such internal control as the Directors determine is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they have identified the existence of the conditions for the liquidation of the Company or the termination of the business or have no realistic alternatives to such choices.

The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors;
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;

  • 6
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.

We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence applicable in Italy, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report.

Other information communicated pursuant to art. 10 of the EU Regulation 537/2014

The Shareholders' Meeting of Cairo Communication S.p.A. has appointed us on April 27, 2018 as auditors of the Company for the years ended December 31, 2020 to December 31, 2028.

We declare that we have not provided prohibited non-audit services referred to in art. 5 (1) of EU Regulation 537/2014 and that we have remained independent of the Company in conducting the audit.

We confirm that the opinion on the consolidated financial statements expressed in this report is consistent with the additional report to the Board of Statutory Auditors, in its role of Audit Committee, referred to in art. 11 of the said Regulation.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Opinion on the compliance with the provisions of the Delegated Regulation (EU) 2019/815

The Directors of Cairo Communication S.p.A. are responsible for the application of the provisions of the European Commission Delegated Regulation (EU) 2019/815 with regard to the regulatory technical standards on the specification of the single electronic reporting format (ESEF – European Single Electronic Format) (hereinafter referred to as the "Delegated Regulation") to the consolidated financial statements as at December 31, 2024, to be included in the annual financial report.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 700B in order to express an opinion on the compliance of the consolidated financial statements with the provisions of the Delegated Regulation.

In our opinion, the consolidated financial statements as at December 31, 2024 have been prepared in XHTML format and have been marked up, in all material respects, in accordance with the provisions of the Delegated Regulation.

Due to certain technical limitations, some information contained in the explanatory notes to the consolidated financial statements, when extracted from XHTML format in an XBRL instance, may not be reproduced in the same way as the corresponding information displayed in the consolidated financial statements in XHTML format.

Opinions and statement pursuant to art. 14 paragraph 2, sub-paragraphs e), e-bis) and e-ter e) of Legislative Decree 39/10 and pursuant to art. 123-bis, paragraph 4, of Legislative Decree 58/98

The Directors of Cairo Communication S.p.A. are responsible for the preparation of the report on operations and the report on corporate governance and the ownership structure of the Group as at December 31, 2024, including their consistency with the related consolidated financial statements and their compliance with the law.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to:

  • express an opinion on the consistency of the report on operations and of some specific information contained in the report on corporate governance and the ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 with the consolidated financial statements;
  • express an opinion on compliance with the law of the report on operations, excluding the section related to the consolidated corporate sustainability reporting, and of some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98;
  • make a statement about any material misstatement in the report on operations and in some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98.

In our opinion, the report on operations and the specific information contained in the report on corporate governance and the ownership structure are consistent with the consolidated financial statements of Cairo Communication Group as at December 31, 2024.

In addition, in our opinion, the report on operations, excluding the section related to the consolidated corporate sustainability reporting, and the specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 are prepared in accordance with the law.

With reference to the statement referred to in art. 14, paragraph 2, sub-paragraph e-ter), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the entity and of the related context acquired during the audit, we have nothing to report.

Our opinion on the compliance with the law does not extend to the section related to the consolidated corporate sustainability reporting. The conclusions on the compliance of that section with the law governing criteria of preparation and with the disclosure requirements outlined in art. 8 of the EU Regulation 2020/852 are expressed by us in the assurance report pursuant to art. 14-bis of Legislative Decree 39/10.

DELOITTE & TOUCHE S.p.A.

Signed by Giacomo Bellia Partner

Milan, Italy March 31, 2025

This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

Deloitte & Touche S.p.A. Via Santa Sofia, 28 20122 Milano Italia

INDEPENDENT AUDITOR'S REPORT ON THE CONSOLIDATED SUSTAINABILITY REPORTING PURSUANT TO ARTICLE 14-BIS OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010

To the Shareholders of Cairo Communication S.p.A.

Conclusion

Pursuant to artt. 8 and 18, paragraph 1 of Legislative Decree no. 125 of September 6, 2024 (hereinafter also the "Decree"), we have carried out a limited assurance engagement on the consolidated sustainability reporting of the Cairo Communication Group (hereinafter also the "Group") for the year ended on December 31, 2024, prepared pursuant to Art. 4 of the Decree, included in the specific section of the management report.

Based on the work performed, nothing has come to our attention that causes us to believe that:

  • the consolidated sustainability reporting of the Cairo Communication Group for the year ended on December 31, 2024 is not prepared, in all material respects, in accordance with the reporting principles adopted by the European Commission pursuant to the Directive (EU) 2013/34/EU (European Sustainability Reporting Standards, hereinafter also "ESRS");
  • the information included in the paragraph "Environmental Information Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)" of the consolidated sustainability reporting is not prepared, in all material respects, in accordance with art. 8 of Regulation (EU) No. 852 of June 18, 2020 (hereinafter also the "Taxonomy Regulation").

Basis for conclusion

We conducted the limited assurance engagement in accordance with the assurance standard of the sustainability report "Principio di Attestazione della Rendicontazione di Sostenibilità - SSAE (Italia)". The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the level of assurance that would have been obtained had we performed a reasonable assurance engagement.

Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona Sede Legale: Via Santa Sofia, 28 - 20122 Milano | Capitale Sociale: Euro 10.688.930,00 i.v.

Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA: IT 03049560166

Il nome Deloitte si riferisce a una o più delle seguenti entità: Deloitte Touche Tohmatsu Limited, una società inglese a responsabilità limitata ("DTTL"), le member firm aderenti al suo network e le entità a esse correlate. DTTL e ciascuna delle sue member firm sono entità giuridicamente separate e indipendenti tra loro. DTTL (denominata anche "Deloitte Global") non fornisce servizi ai clienti. Si invita a leggere l'informativa completa relativa alla descrizione della struttura legale di Deloitte Touche Tohmatsu Limited e delle sue member firm all'indirizzo www.deloitte.com/about.

Our responsibilities pursuant to that standard are further described in the paragraph Auditor's responsibilities for the limited assurance of the consolidated sustainability reporting of this report.

We are independent in accordance with the independence and other ethical requirements applicable under Italian law to the limited assurance engagement of the consolidated sustainability reporting.

Our firm applies International Standard on Quality Management (ISQM Italia) 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We believe that the evidence obtained is sufficient and appropriate to provide a basis for our conclusion.

Other matter

The consolidated sustainability reporting for the year ended on December 31, 2024 includes in the paragraph "Environmental Information - Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)" comparative information related for the year ended on December 31, 2023 that has not been verified.

Responsibility of the Directors and the Board of Statutory Auditors of Cairo Communication S.p.A. for the consolidated sustainability reporting

The Directors are responsible for developing and implementing the procedures performed to identify the information reported in the consolidated sustainability reporting in accordance with the ESRS (hereinafter the "double materiality assessment process") and for disclosing this process in paragraph "IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities" of the consolidated sustainability reporting.

The Directors are also responsible for the preparation of the consolidated sustainability reporting, which includes the information identified as part of the double materiality assessment process, in accordance with the requirements of Art. 4 of the Decree, including:

  • compliance with ESRS;
  • compliance of the information included in the paragraph "Environmental Information Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)" with art. 8 of the Taxonomy Regulation.

Such responsibility involves designing, implementing and maintaining, within the terms established by the law, such internal control that the Directors determine necessary to enable the preparation of the consolidated sustainability reporting in accordance with the requirements of the art. 4 of the Decree that is free from material misstatements, whether due to fraud or error.

Furthermore, the abovementioned responsibility involves the selection and application of appropriate methods in elaborating information and making assumptions and estimates about specific sustainability information that are reasonable in the circumstances.

The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the compliance with the provisions set out in the Decree.

Inherent limitations in the preparation of the consolidated sustainability reporting

The information provided by the Group regarding Scope 3 emissions is subject to greater inherent limitations compared to those related to Scope 1 and 2 emissions. This is due to the lower availability and relative accuracy of the data used to define the information on Scope 3 emissions, both quantitative and qualitative, in relation to the value chain, as indicated in the paragraph "General Information – ESRS 2 General Information – Preparation criteria - BP-2 Disclosure in relation to specific circumstances".

Auditor's responsibilities for the limited assurance of the consolidated sustainability reporting

Our objectives are to plan and perform procedures to obtain limited assurance about whether the consolidated sustainability reporting is free from material misstatements, whether due to fraud or error, and to issue an assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, could influence the decisions of users taken on the basis of consolidated sustainability reporting.

As part of the limited assurance engagement in accordance with the Principio di Attestazione della Rendicontazione di Sostenibilità - SSAE (Italia), we exercise professional judgment and maintain professional skepticism throughout the engagement.

Our responsibilities include:

  • considering risks to identify and assess the disclosure where a material misstatement is likely to arise, either due to fraud or error;
  • designing and performing procedures to verify disclosures in the sustainability statement where material misstatements are likely to arise. The risk of not detecting a material misstatement due to fraud is higher than the risk of not identifying a material misstatement due to error, as fraud may involve collusion, falsifications, intentional omissions, misrepresentations, or the override of internal control;
  • the direction, supervision and performance of the limited assurance engagement of the consolidated sustainability reporting. We remain solely responsible for the conclusion on the consolidated sustainability reporting.

Summary of the work performed

A limited assurance engagement involves performing procedures to obtain evidence as the basis for expressing our conclusion.

The procedures performed on the consolidated sustainability reporting are based on our professional judgement and included inquiries, primarily with the personnel of the Group responsible for the preparation of information included in the consolidated sustainability reporting, analysis of documents, recalculations and other procedures aimed to obtain evidence as appropriate.

Specifically, we performed the following main procedures partly in a preliminary phase before year end and then in a final phase up to the the date of issuance of this report:

  • understanding the business model, the Group's strategies and the context in which the Group operates with reference to sustainability matters;
  • understanding the processes underlying the generation, collection, and management of qualitative and quantitative information included in the consolidated sustainability reporting, including an analysis of the reporting perimeter;
  • understanding the process carried out by the Group for the identification and evaluation of material impacts, risks and opportunities, based on the principle of double materiality, with reference to sustainability matters;
  • identification of the information where a risk of material misstatement is likely to arise, taking into considerations, among others, risk factors related to the generation and collection of the information, to the existence of estimates and to the complexity of the related calculation methods, as well as qualitative and quantitative factors related to the nature of such information;
  • design and performance of procedures, based on the professional judgment of the auditor of the consolidated sustainability reporting, to respond to identified risks of material misstatement also with the support of Deloitte specialists, with reference to specific environmental information;
  • understanding of the process set up by the Group to identify eligible economic activities and determine their aligned nature according to the requirements of the Taxonomy Regulation, and verifying the related information included in the consolidated sustainability reporting;
  • comparison of the information reported in the consolidated sustainability reporting with the information included in the consolidated financial statements pursuant to the applicable financial reporting framework, or with the accounting data used for the preparation of the financial statements, or with the management data accounting in nature;

  • verification of the structure and presentation of the information included in the consolidated sustainability reporting in accordance with ESRS, including the information related to the materiality assessment process;
  • obtaining the representation letter.

DELOITTE & TOUCHE S.p.A.,

Signed by Giacomo Bellia Partner

Milan, March 31, 2025

This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

Cairo Communication S.p.A. Separate financial statements at 31 December 2024

230

Income statement at 31 December 2024

Euro Notes Year ended Year ended
31 December 2023
31 December 2024
Net revenue 1 5,013,975 4,833,797
Other revenue and income 2 100,714 253,746
Service costs 3 (2,593,950) (2,588,246)
Rental and leases 3 (15,017) (17,100)
Personnel expense 4 (1,949,131) (1,919,942)
Amortization, depreciation, provisions and write 5 (214,400) (200,358)
downs
Other operating costs 3 (74,615) (55,941)
Operating profit 267,575 305,956
Net financial income (expense) 6 (2,029,199) (1,767,456)
Income (expense) from investments 7 26,950,294 20,727,607
Profit (loss) before tax 25,188,671 19,266,108
Tax 8 70,718 126,929
Profit (loss) from continuing operations 25,259,389 19,393,037
Profit (loss) from discontinued operations - -
Profit (loss) for the year 25,259,389 19,393,037

Statement of comprehensive income at 31 December 2024

Euro Year ended Year ended
31 December 2024 31 December 2023
Profit (loss) for the year 25,259,389 19,393,037
Other reclassifiable items of the comprehensive income statement - -
Gains (losses) from cash flow hedges 0 (177,167)
Tax effect 0 46,218
Other non-reclassifiable items of the comprehensive income statement
Actuarial gains (losses) from defined benefit plans 41,403 15,894
Tax effect (9,937) (3,815)
Total comprehensive income 25,290,856 19,274,167

Statement of financial position

Assets

Euro Notes 31 dicembre 2024 31 dicembre 2023
Property, plant and equipment 9 200,002 216,117
Rights of use on leased assets 10 47,682 86,159
Intangible assets 11 202,868 185,689
Investments 12 324,427,977 326,000,156
Other non-current financial assets 13 4,537,575 4,537,575
Deferred tax assets 14 377,243 419,465
Total non-current assets 329,793,345 331,445,160
Trade receivables 15 847,346 1,047,592
Receivables from parents 23 106,417 106,417
Receivables from subsidiaries 16 55,841,628 42,659,471
Sundry receivables and other current assets 17 1,338,348 2,678,313
Cash and cash equivalents 18 10,344,491 21,922,354
Total current assets 68,478,230 68,414,147
Total assets 398,271,575 399,859,308

Equity and liabilities

31 dicembre 2024 31 dicembre 2023
Share capital 19 6,989,663 6,989,663
Share premium reserve 19 224,075,425 224,075,425
Retained earnings 19 7,870,190 9,949,678
Other reserves 19 (315,473) (315,473)
Treasury shares 19 (2,352) (2,352)
Profit for the period 19 25,259,389 19,393,037
Total equity 263,876,842 260,089,978
Payables and non-current financial liabilities 18 10,000,000 10,000,000
Non-current liabilities from lease contracts 20 19,033 48,267
Post-employment benefits 21 1,095,330 1,067,527
Total non-current liabilities 11,114,363 11,115,794
Payables to suppliers 22 658,976 873,147
Payables to subsidiaries 24 67,556,509 67,555,410
Payables and current financial liabilities 18 0 0
Current liabilities from lease contracts 20 25,162 34,964
Financial payables to subsidiaries 25 41,558,850 52,511,961
Tax payables 26 11,807,061 5,753,111
Other current liabilities 27 1,673,811 1,924,942
Total current liabilities 123,280,369 128,653,535
Total liabilities 134,394,732 139,769,329
Total equity and liabilities 398,271,575 399,859,308

Statement of cash flows

Euro/000 2024 2023
CASH AND CASH EQUIVALENTS 21,922 14,809
OPERATIONS
Profit (loss) 25,259 19,393
Amortization, depreciation, provisions and write-downs 191 200
Write-down of investments 0 0
Release of provision for the write-down of investments 0 0
Net financial income (24,921) (18,960)
Income tax (70) (128)
Change in post-employment benefits 60 0
Change in provisions for risks and charges 0 80
Cash flow from operations before changes in working
capital
519 585
(Increase) decrease in trade and other receivables (1,741) 22,309
Increase (decrease) in payables to suppliers and other liabilities 5,702 (17,314)
TOTAL CASH FROM OPERATIONS 4,480 5,581
Income tax paid (9,880) (36)
Financial expense paid (1,600) (349)
TOTAL NET CASH FROM OPERATIONS (A) (7,000) 5,195
INVESTING ACTIVITIES
Net (acquisition) disposal of PPE and intangible assets, rights of
use on leased assets and intangible assets
(153) (109)
Interest and financial income received 0 0
Dividends received 26,950 20,728
(Increase) decrease in investments 1,572 (76)
NET CASH USED IN INVESTING ACTIVITIES (B) 28,369 20,542
FINANCING ACTIVITIES
Dividends paid (21,506) (18,818)
Increase (decrease) in non-current financial assets 0 0
(Increase) decrease in current financial assets 0 0
Increase (decrease) in financial payables (11,403) 193
Net change in liabilities from lease contracts (39) 0
Other changes in equity 0 0
NET CASH USED IN FINANCING ACTIVITIES (C) (32,948) (18,625)
CASH FLOW FOR THE PERIOD (A) + (B) + (C) (11,579) 7,113
NET CASH AND CASH EQUIVALENTS CLOSING
BALANCE
10,344 21,922

Statement of changes in equity

Euro/000 Share
capital
Share
premium
treasury
Retained
earnings
Other
reserves
Treasury
shares
Profit
(loss)
for the
period
Equity
Balance at 31 December
2021
6,990 224,076 15,380 1,624 (2) 11,697 259,764
Allocation of profit (loss) 11,697 (11,697) 0
Dividend distribution (24,195) (24,195)
Other changes (1,954) 0 (1,954)
Actuarial gains (losses) from
defined benefit plans
154 147 (301) (0)
Total comprehensive profit 26,020 26,020
(loss) for the period
Balance at 31 December
2022
6,990 224,076 3,036 (183) (2) 25,719 259,634
Allocation of profit (loss) 25,719 (25,719) 0
Dividend distribution (18,818) (18,818)
Other changes 0 0 0 0
Actuarial gains (losses) from
defined benefit plans
12 (131) 119 (0)
Total comprehensive profit 19,274 19,274
(loss) for the period
Balance at 31 December
2023
6,990 224,076 9,949 (314) (2) 19,393 260,090
Allocation of profit (loss) 19,393 (19,393) 0
Dividend distribution (21,506) (21,506)
Items of the comprehensive 31 0 (31) 0
income statement
Total comprehensive profit
(loss) for the period
25,291 25,291
Balance at 31 December
2024
6,990 224,076 7,867 (314) (2) 25,259 263,877

EXPLANATORY NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Main activities

Cairo Communication S.p.A. (the Parent or the Company) is a joint-stock company listed in the Milan Company Register.

The Cairo Communication Group (the Group) operates as a publisher of magazines and books (Cairo Editore - and its division Editoriale Giorgio Mondadori - and Cairo Publishing), as a TV publisher and network operator (La7 and Cairo Network), as a multimedia advertising broker selling advertising time and space on television, in print media and in stadiums (Cairo Communication and CAIRORCSMedia), and as a publisher of dailies and magazines (weeklies and monthlies) in Italy and Spain through RCS MediaGroup (RCS), also active in the organization of major world sporting events, in distribution to newsstands.

The registered and operational office of Cairo Communication S.p.A. is located in Via Rizzoli 8, Milan.

The registered and operational office of CAIRORCSMedia, Cairo Editore, Il Trovatore and Cairo Network is located in Via Rizzoli 8. The activities of La7 are managed mainly in Rome at the registered office and the TV studios of La7 S.p.A. in Via della Pineta Sacchetti 229 and Via Novaro 32, respectively. RCS activities are mainly carried out in Via Rizzoli 8 and Via Solferino 28, Milan, and in Avenida San Luis 25, Madrid.

The income statement and the statement of financial position are presented in Euro, while the statement of cash flows, the statement of changes in equity and the amounts in these notes are presented in thousands of Euro.

As the Parent, Cairo Communication S.p.A. also prepared the consolidated financial statements of the Cairo Communication Group at 31 December 2024.

Relevant information on accounting standards applied

1. Structure, form and content of the financial statements

The separate financial statements of Cairo Communication S.p.A. at 31 December 2024 were prepared in accordance with IFRS issued by the International Accounting Standard Board ("IASB") and endorsed by the European Union, as well as with the provisions arising from Article 9 of Legislative Decree no. 38/2005. The term IFRS is used to mean all the international accounting standards ("IAS"), and all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), formerly the Standing Interpretations Committee ("SIC").

The accounting standards adopted in the preparation of the separate financial statements are the same as those used for the financial statements at 31 December 2023, with the exception of the adoption of the new standards affective as of 1 January 2024, as described below in Accounting standards, amendments and interpretations effective as of 1 January 2024.

For completeness of information, the following annexes are supplied as an integral part of these Notes:

  • Annex 1: List of investments in direct subsidiaries;
  • Annexes 2 and 3: Summary key figures of the draft financial statements of direct subsidiaries at 31 December 2024;
  • Annexes 4 and 5: Summary key figures of the most recently approved financial statements of direct subsidiaries.

The main accounting policies adopted are shown below;

• Annex 6: Income Statement and Statement of Financial Position in accordance with CONSOB Resolution no. 15519 of 27 July 2006;

These separate financial statements were audited by Deloitte & Touche S.p.A. pursuant to Legislative Decree no. 39 of 27 January 2010,

and Regulation (EU) no. 537/214. The assignment has been awarded for a period of nine financial years (2020 - 2028), pursuant to Article 17, paragraph 1 of the above Decree.

The presentation currency of these financial statements is the Euro, which is also used to present the Cairo Group's consolidated financial statements. Unless otherwise specified, all amounts shown in these notes are stated in Euro.

The financial statements are prepared on a going concern basis, as the Company has determined that despite the current geopolitical and economic conditions, there are no significant uncertainties (as defined in paragraph 25 of IAS 1) concerning its ability to continue as a going concern; this is supported by (i) the income prospects and cash generation capacity of the Company and the Group, (ii) the liquidity of the Group's wholly-owned subsidiaries, and (iii) the Company's unrestricted access to new liquidity in the form of financing facilities.

2. Financial statements schedules

The income statement is presented by nature, highlighting interim operating results and pre-tax results, and, in order to allow a better measure of ordinary operating management performance. Furthermore, cost and revenue components deriving from events or transactions which, by their nature or size, are considered nonrecurring, are also separately identified in the financial statements and the notes. These transactions also fall under the definition of non-recurring events and transactions as per CONSOB Communication No. 6064293 of 28 July 2006.

The income statement effect of discontinued operations is shown in a single line of the income statement named "Profit/loss from discontinued operations", under IFRS 5. The statement of comprehensive income also reflects the "changes arising from transactions with non-owners"- separately showing the relevant tax effects, that is:

  • profit and loss that could be directly recognized in equity (for instance, actuarial losses from the measurement of defined benefit plans),
  • the effects of the measurements of derivative instruments hedging future cash flows,
  • the effects of the measurement of "available-for-sale financial assets",
  • the effects arising from any change in accounting standards. The statement of comprehensive income presents the items relating to the amounts of the components of other comprehensive income for the period by nature and grouped into those which, in accordance with the provisions of other IAS/IFRS:
  • will not be subsequently reclassified to profit (loss) for the year;
  • will be subsequently reclassified to profit (loss) for the year, when certain conditions are met.

The statement of financial position presents separately assets and liabilities divided in current and noncurrent, indicating, on two separate lines, "Assets intended for sale" and "Liabilities associated with discontinued operations", in accordance with IFRS 5. Specifically, an asset or a liability is classified as current when it satisfies one of the following criteria:

  • it is expected to be realized or settled or it is expected to be sold or utilized in the normal operating cycle of the Company;
  • it is held mainly to be traded;
  • it is expected to be realized or settled within 12 months of the reporting date.
  • Otherwise, the asset or liability is classified as non-current.

The statement of cash flows has been prepared applying the indirect method in which the net result is adjusted to reflect transactions of a non-monetary nature, for whatever deferral or accrual of previous or future operating receipts or payments and for revenue or cost components connected to cash flows arising from investing or financing activities. Income and expense relating to medium or long-term financial operations and those relating to hedging instruments and dividends paid are included in financing activities. The statement of changes in equity shows the changes in equity relating to:

  • allocation of profit for the year;
  • amount related to transactions with shareholders (purchase and sale of treasury shares); and separately income and expense defined as "changes arising from transactions with non-owners", also shown in the statement of comprehensive income.

For each significant item detailed in the above-mentioned schedules, reference is made to the following notes in which relevant information is provided, with details also on composition and variations versus the prior year.

It should also be noted that in order to comply with the indications contained in CONSOB Resolution no. 15519 of 27 July 2006 relating to financial statements schedules, specific additional statements of comprehensive income and of financial position were prepared, showing significant transactions with related parties separately for each item.

3. Recognition of revenue and costs

Revenue and cost and income and expense are recognized on an accruals basis, specifically:

  • Revenue is recognized in the income statement when the criteria set out in IFRS 15 are met.
  • Revenue is recognized based on the likelihood of the Company to enjoy the economic benefits and in the extent to which the amount can be reliably determined. Revenue is stated net of any adjustments.
  • Advertising revenue is recognized at the moment the advertisement is broadcast or published or provision of services offered.
  • Cost is recognized using the same criteria for revenue recognition and on an accruals basis.
  • Interest income and expense are recognized on an accruals basis.
  • Dividends are recognized only as from when the shareholders' right to the dividend payment has been established, i.e. at the date of the shareholders' meeting resolution, and only when resulting from a profit distribution following the acquisition of the investment; in the case, however, of a profit distribution prior to the acquisition of their relevant shares, such dividends are treated as a reduction in the cost of the relevant investment.
  • Chargebacks of costs incurred on behalf of third parties are recognized as a reduction in the cost they relate to.
  • Financial income and expense are recognized in the income statement on a maturity basis, as a function of time, using the effective interest method.

4. Tax

Tax for the period corresponds to the sum of current, deferred tax and prepaid tax. Current tax is based upon taxable income for the period. Taxable income differs from the results shown in the income statement as it excludes both positive and negative entries which would be taxable or deductible in other tax years and excludes components which are not taxable or deductible at any time.

Current tax is calculated using the rates in force at the reporting date.

Cairo Communication presented the tax consolidation scheme option pursuant to Article 117/129 of the TUIR (Consolidated Income Tax Act) starting from 2016, together with the subsidiaries Cairo Editore, Cairo Publishing, La7 and Cairo Network.

Starting from tax period 2021, Cairo Communication S.p.A. and RCS MediaGroup S.p.A. have jointly participated in the national tax consolidation scheme, with Cairo Communication S.p.A. acting as the consolidating company, as well as the subsidiaries of RCS MediaGroup S.p.A., where the conditions exist.

Cairo Communication S.p.A. acts as the tax parent and determines a single taxable base for the group of companies that participates in the national tax consolidation scheme, which thereby benefits from the ability of offsetting taxable profits against taxable losses in one tax return.

Each company that participates in the national tax consolidation scheme transfers its taxable profit or loss to the tax parent; for any such taxable profit reported, the subsidiary enters a payable to Cairo Communication S.p.A. equal to the amount of IRES to be paid. Conversely, for any such taxable loss reported, the subsidiary enters a receivable from Cairo Communication S.p.A..

Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred tax assets are recognized to the extent of the probability that there will be future taxable profits which will allow for the utilization of the deductible temporary differences. Deferred tax is calculated on the basis of the tax rates that are expected will be in force at the moment of realization of the asset or settlement of the liability, based on tax legislation in force at the reporting date. Where relevant, the effects of any changes in tax rate or tax legislation after the reporting date are disclosed in the notes. Deferred tax assets and liabilities are

shown at their net value when there is a legal right to offset current tax liabilities against tax receivable assets and when tax relates to the same taxation authority.

Legislative Decree No. 209 of 27 December 2023, implementing tax reform in international taxation, enacted Directive No. 2022/EU/2523 on "Global Minimum Tax" (also commonly referred to as "Pillar Two legislation"), with the express purpose of ensuring, as of 1 January 2024, a minimum tax level for multinational or domestic groups of companies. In 2024, ministerial decrees were issued to implement Legislative Decree of 27 December 2023, which contains provisions aimed at adapting the national system to the interpretations and contents of the OECD Rules Commentary - Pillar Two.

The new rules apply to companies located in Italy that are part of a multinational or domestic group with annual revenue of Euro 750 million or more, a revenue threshold that must be met in at least two of the four financial periods immediately preceding the one being considered.

In this regard, it should be initially noted that the Group's exposure to Pillar Two regulations is a direct consequence of the level of effective taxation in each individual jurisdiction.

The rules on Pillar Two provide, for the first effective periods, the possibility of applying simplifications to the calculation of effective taxation, known as the "Transitional CbCR Safe Harbour".

Due to the above, in 2024, the Group, with the assistance of external consultants, started a working table for the implementation of procedures aimed at managing the relevant fulfillments, taking into account both the phase of application of the simplified transitional regimes of an optional and temporary nature that have been envisaged as part of the OECD work on the global minimum tax (so-called Transitional CbCR Safe Harbours), as well as the "steady-state" regulations (so-called GloBE rules).

From a quantitative point of view, the analysis was carried out to assess the impacts of the new regulations on the financial results at 31 December 2024, and the above analysis shows that no supplementary tax is due.

Property, plant and equipment

They are recognized at acquisition price or production cost, including directly associated expense and costs, plus the share of indirect costs which can be reasonably attributed to the asset. Recognition is made taking account of the associated future benefits that may flow to the Company.

These assets are systematically depreciated on a straight-line basis each year at rates consistent with the remaining useful life of the asset. Depreciation rates applied are as follows:

Property 3%
General equipment 20%
Motor vehicles 20%-25%
Plant and equipment 10%
Office equipment and furniture 10%-12%
Electronic equipment 20%

The depreciation process is tied to the time the asset comes into use.

The remaining useful life and the depreciation criteria applied are reviewed on a regular basis and where change is deemed necessary, the depreciation rate is restated in accordance with the "prospective" method.

The useful life of the asset is subject to change if extraordinary maintenance is performed during the year that changes the useful life of the main investment.

Incremental and extraordinary maintenance costs producing a significant and tangible increase in the productive capacity or security of assets, or lengthening their remaining useful life, are capitalized as an increase in the carrying amount of the asset. Ordinary maintenance costs are taken directly to profit and loss.

Leasehold improvements are recognized as PPE, on the basis of the cost incurred. The depreciation period corresponds to the lower of the remaining useful life of the asset and the term of the contract.

A tangible asset is derecognized on disposal or fully impaired when no future economic benefits are expected from its use. Any losses or gains (calculated as the difference between the net income from the sale and the carrying amount) are included in the income statement in the year in which the sale takes place.

Property, plant and equipment are reviewed if there are indicators of impairment to identify any associated losses as described in the section "Impairment of assets".

Rights of use on leased assets and liabilities from lease contracts

Following the introduction of IFRS 16, the Company has classified operating leases with a duration of more than 12 months under this item, taking account of its ability to control the use of the underlying asset for the specific period of time in return for consideration.

The right of use is initially measured at cost, including the initial amount of the lease liability adjusted for payments already made at the effective date, less lease incentives received, plus any costs to dismantle, remove, or restore the underlying asset. Rights of use are subsequently depreciated on a straight-line basis over the shorter of the lease term and the estimated useful life of the assets consistent with the right of use.

Accordingly, a financial liability is generated, initially measured at the present value of the future instalments due, which will be paid over the lease term, and subsequently discounted at an incremental borrowing rate consistent with the maturity of the underlying contracts. Variable lease payments that do not depend on an index or rate are recognized as expense in the period in which the event or condition occurs.

Changes in the scope of the lease, or in the expected rentals, generate modifications in the corresponding item.

The components of the contracts or the contracts themselves, the lease of which can be traced back to a service contract or a licence concession, have been excluded from the scope of application of IFRS 16.

Intangible assets

The item incudes costs, including ancillary expense, incurred for the acquisition of intangible assets whose amount is quantifiable, the asset is clearly identifiable and controlled by the Company, and where the use of the asset will generate probable future benefits.

These are recognized at their acquisition or production cost, including ancillary expense – to the extent to which they are considered to have finite life – and they are amortized to reflect their remaining useful economic lives.

The amortization periods of intangible assets of various types are as follows:

Concessions, licenses, trademarks and similar rights 3 to 5 years
Software 3 to 5 years

The remaining useful life and the amortization criteria applied are reviewed on a regular basis and where change is deemed necessary, the amortization rate is restated in accordance with the "prospective" method.

Impairment of assets

IAS 36 requires impairment testing of tangible fixed assets, intangible fixed assets and investments in subsidiaries and associates, in the presence of indications that an impairment loss may have occurred. Investments in subsidiaries or associates and other intangible assets with indefinite useful life or assets not available for use must be tested for impairment at least once a year, particularly for those investments where the investor's portion of equity is less than the carrying amount.

The recoverability of the recorded values is tested by comparing the carrying amount recorded in the financial statements with the higher amount between the net sale price, if an active market exists, or the value in use of the asset.

Value in use is defined by discounting the cash flows of the relating cash generating units. Specifically, for investments in subsidiaries and associates, the discounted estimated cash flow and the value expected from its disposal at the end of its useful life, is adjusted by the net financial position recognized at the end of the year, relating to the financial statements of the investee. The equity value thus determined is then compared with the investment's carrying amount. Cash generating units were identified consistently with the

organizational and business structure of the Company and of its investees. They consist of homogeneous aggregations that generate independent cash flows, deriving from the continued utilization of the assets allocated to them.

Investments Subsidiaries and associates

Investments in subsidiaries and associates are measured at their acquisition or subscription cost and periodically subject to impairment tests, to verify that no impairments have occurred. This test is carried out at least annually, i.e. whenever there is evidence of a likely impairment loss of the investments. The measurement method used is based on Discounted Cash Flow, applying the method described in the paragraph "Impairment of assets" or on fair value, calculated as the amount obtainable from the sale of the investment in an arm's length transaction between knowledgeable, willing parties, less the costs of disposal. If an impairment loss needs to be recognized, it will be allocated in the income statement in the year when it is recognized.

Should the company's share of losses in an investment exceed the carrying amount of the investment, and the company is required to reflect those losses, the value of the investment is written off and the share of any such losses is shown as a provision in liabilities. Whenever an impairment loss is reduced or ceases to exist, the loss is reversed up to the original carrying amount through profit and loss.

5. Receivables and other financial assets

Receivables, with the exception of trade receivables, and other financial assets are initially recognized at fair value. For financial assets classified at fair value with adjustments booked to the income statement, recognition is also made of the related ancillary acquisition expense. Trade receivables on initial recognition are measured at the price established in the transaction. Management determines upon initial recognition how financial assets are to be classified, in accordance with IFRS 9 criteria and as required by IFRS 7.

After initial recognition, financial assets are measured in accordance with their classification within one of the following categories:

• at amortized cost: receivables and other financial assets measured at amortized cost, recognizing in the income statement the interest calculated at the effective interest rate, i.e. applying a rate that reduces to zero the sum of the present values of the net cash flows generated by the financial instrument. Losses are recognized in the income statement when impairments occur or when loans and receivables are written off. Receivables are impaired and recognized at their estimated realizable value (fair value) by means of the allowance for impairment directly deducted from their carrying amount.

Receivables are impaired when there is objective evidence that the receivable is unlikely to be collected and also on the basis of past experience and statistics.

If, in subsequent periods, the reasons for the previous impairment losses no longer apply, the amount of the asset is written back to the amount that would have derived from applying the amortization cost, if the impairment loss had not been recognized.

The Company mainly reports in this category assets due within twelve months, which are therefore recognized at nominal amount as an approximation of amortized cost. If the terms of payment are longer than normal market terms and the loan or receivable does not earn interest, the amount booked contains an implicit financial component and so must be discounted by recognizing the relating discount in profit or loss. Loans and receivables denominated in foreign currencies are converted at closing rates, and the gains or

losses from their translation are taken to profit or loss.

• at fair value recognized in other comprehensive income (FVOCI): other non-current equity instruments (ex available for sale) are initially recognized at cost (fair value of the initial consideration given in exchange) increased by any transaction costs directly attributable to them. As the Group does not trade equities, it has adopted the option of presenting subsequent changes in the fair value of the investment among other comprehensive income. Accordingly, only dividends are recognized in the income statement (unless they clearly represent a refund of the investment). Changes in fair value and any gains or losses recognized on disposal of the investment in the statement of comprehensive income do not pass through the income

statement. As this option can be exercised for each investment, any exceptions at the initial recognition stage are shown in the comment on this item.

All the investments in equity instruments must be measured at fair value.

Cairo Communication holds assets for hedging derivative instruments which, at the time of initial recognition, are measured at fair value as explained in paragraph 15 "Non-current financial assets recognized for derivatives" of this note.

6. Cash and cash equivalents

This item comprises cash, bank current accounts and deposits on demand, and other short-term highly liquid financial investments which are easily convertible to cash and not subject to the risk of significant value changes.

Cash and cash equivalents are recognized at their nominal amount.

7. Cash and cash equivalents

Treasury shares

Treasury shares are recognized as a reduction in equity. The effects of any subsequent transactions are also recognized directly in equity.

8. Cash and cash equivalents

Dividends paid

Dividends payable are recognized as a change in equity in the year they are approved by the Shareholders' Meeting or by the Board of Directors in the event of an interim dividend.

Post-employment benefits (TFR) in Italian companies with at least 50 employees are treated as a defined benefit plan only for that part of the liability vested before January 1, 2007 (and not yet paid out at the reporting date), while amounts accruing thereafter are treated as a defined contribution plan. For Italian companies with less than 50 employees, post-employment benefits are considered as a defined benefit plan. All defined benefit plans are discounted.

The Company has less than 50 employees. The discounting process, based on demographic and financial assumptions, is performed by independent actuaries.

In accordance with IAS 19 - Employee Benefits, the recognition of expense related to work performed and net financial expense are recognized in the income statement, while actuarial gains and losses arising from the valuation of liabilities and assets are recognized in the statement of comprehensive income.

9. Payables and other liabilities

The item comprises trade payables, financial payables and payables to banks and other liabilities.

Financial payables and liabilities are initially recognized at fair value, which basically matches the amounts cashed in net of transaction costs. Management determines upon initial recognition how financial liabilities are to be classified, in accordance with IFRS 9 criteria and as required by IFRS 7.

Subsequent to initial recognition, financial liabilities are measured on the basis of their classification in one of the categories under IFRS 9. Specifically, Cairo Communication has classified its payables and other liabilities in the amortized cost category, applying a rate that reduces to zero the sum of the present values of the net cash flows generated by the financial instrument. Instruments due within twelve months are measured at their nominal amount as an approximation of amortized cost.

If the loan agreements provide covenants, which are not fulfilled, and this situation is not remedied before the end of the year, the long-term portion of that loan is classified as current debt.

Payables denominated in a foreign currency are aligned at the exchange rate at the end of the year, and the gains or losses deriving from the adjustment are recognized in the income statement.

10. Use of estimates

The preparation of the financial statements and the notes thereto, in application of the IFRS, requires that the Company carry out certain estimates and assumptions which affect the carrying amount of assets and liabilities and disclosures about assets and contingent liabilities at the reporting date. Estimates and assumptions used are based on experience and on other factors considered significant. Actual results may differ from these estimates. Estimates relate mainly to investment measurement, provisions for risks relating to receivables, depreciation, amortization, impairment of assets, taxation, provisions for risks and charges, and contingent liabilities.

Estimates and assumptions are reviewed regularly and the effects of each variation therein are recognized in profit and loss in the period in which the estimate was revised. The effects of such revisions are reflected in the periods on which they have effect, i.e. both in the current year, and in future years, if relevant.

Amidst a complex macroeconomic landscape marked by ongoing global crises, the estimates at 31 December 2024 were made based on future assumptions marked by a significant degree of uncertainty. Therefore, one cannot rule out that actual events over the next years may likely have a different outcome to those forecast at 31 December 2024, causing significant adjustments to the carrying amounts of assets and liabilities, amongst which, due to their significance, investments, other intangible assets with indefinite useful life, as well as deferred tax assets and the estimated recoverability of receivables.

In this regard, as for the RCS investment, a number of sensitivity analyses were performed, as commented on in Note 12 "Investments".

A summary follows of all critical measurement processes used and key assumptions made by Management regarding the future in the process of applying accounting policies and that could have a significant effect on the amounts recognized in the consolidated financial statements and for which there is a risk that significant adjustments to the carrying amount of assets and liabilities could arise in the next year.

Determination of the recoverable value of investments

The Company revises periodically, at least annually, the carrying amount of investments even in the absence of impairment indications, to verify that they are not recorded at a higher amount than their recoverable value. Particular significance is attached to the impairment test for the investment in RCS, whose carrying amount of Euro 304.9 million accounts for approximately 94% of the total carrying amount of the investments held.

The recoverable value of the investments defined by each impairment test is sensitive to changes in the assumptions used, e.g. the rate of growth of revenue, changes in the forecast EBITDA and, amount the valuation parameters, the discount rate (WACC) and the consistency of financial projections beyond the period of the plan (equal to zero, in nominal terms). In turn, the WACC is sensitive to changes in its own components, including the risk-free rate that summarizes country risk.

Allowance for impairment

The allowance for impairment reflects Management's estimate regarding the losses on the portfolio of receivables from end customers. The allowance for impairment is estimated based on the losses expected by the Company, based upon past experience for similar receivable, current and past due dates, losses and receipts, forecast models of expected losses, arising from the careful monitoring of receivables management and from projections on market and economic conditions.

Deferred tax assets

Deferred tax assets are recorded to the extent to which it is considered probable that future taxable income will be generated to allow the utilization of deductible temporary differences. The recoverable value of deferred tax assets is periodically reviewed according to the future taxable income foreseen in the Company's most recent plans.

The main fiscal, legal and financial risks Cairo Communication S.p.A. is exposed to, as well as the policies put in place by Management for their management, are explained in Note 28 and Note 30. Reference is made to the Directors' Report regarding operational and business risks.

IFRS accounting standards, amendments and interpretations applied as from 1° January 2024

As of 1 January 2024, amendments to the following standards came into effect:

  • Amendment to IAS - 1 Classification of liabilities as current or non-current and Non-current liabilities with clauses. These changes aim to clarify how to classify payables and other short-term or long-term liabilities. The amendments also improve the information that an entity must provide when its right to defer settlement of a liability for at least twelve months beyond the year-end date is subject to the company's compliance with certain parameters (i.e., covenants).
  • Amendment to IFRS 16 - Lease liability in a sale and leaseback. The document requires the seller-lessee to measure the lease liability arising from a sale and leaseback transaction in a way that it does not recognize the gain or loss that relates to the right of use it retains;
  • Amendment to IAS 7 and IFRS 7 Supplier Finance Arrangements. The amendment requires specific disclosures about supply chain finance arrangements, enabling users of financial statements to assess the effects of these arrangements on the entity's liabilities, cash flows, and exposure to liquidity risk.

The adoption of these amendments had no impact on this Annual Report of the Group.

Accounting standards, amendments and interpretations endorsed by the EU, not yet mandatorily applicable, and not adopted in advance by the Company

The following are the amendments endorsed and not adopted in advance by the Group, on which an assessment of their impact is in progress, with indication of the effective dates:

Amendment to IAS 7 and IFRS 7 - Supplier Finance Arrangements. The amendment requires specific disclosures about supply chain finance arrangements, enabling users of financial statements to assess the effects of these arrangements on the entity's liabilities, cash flows, and exposure to liquidity risk.

Accounting standards, amendments and interpretations yet to be endorsed by the EU and applicable from financial periods after 1 January 2024

The following are the amendments that have yet to be endorsed and have not been adopted in advance by the Group, on which an assessment of their impact is in progress, with indication of the effective date:

  • IFRS 18 - Presentation and Disclosure in Financial Statements. The new standard applies as of 1 January 2027.
  • IFRS 19 - Subsidiaries without Public Accountability: Disclosures. The new standard applies as of 1 January 2027.
  • Amendment to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments. The amendments apply as of January 1, 2026.

  • Annual Improvements to IFRS Accounting Standards-Volume 11. Contains clarifications, simplifications, corrections and amendments to IFRS accounting standards aimed at improving consistency. The amendments apply as of January 1, 2026. Early application is allowed. The accounting standards involved are:
    • IFRS 1 First-time Adoption of International Financial Reporting Standards;
    • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
    • Amendment to IAS 21 – Lack of exchangeability. The amendments apply as from 1 January 2025.

Notes to the income statement

The following is the analysis of the main items of revenue and cost for the year ended 31 December 2024. All the amounts indicated are shown in thousands of Euro. The comparative figures refer to the separate financial statements at 31 December 2023.

1. Net revenue

Net operating revenue amounted to Euro 5,014 thousand (Euro 4,834 thousand in 2023). Its composition, versus the prior year, is shown below:

Net revenue
(€ thousands)
2024 2023
Cairo RCSMedia sub-concession 3,132 2,952
Group services 1,782 1,782
Other revenue from associates 100 100
Total 5,014 4,834

Revenue is generated exclusively in Italy, so and an analysis by geographical area is pointless.

In 2024 Cairo Communication continued to operate in TV advertising sales (La7 and La7d) through the subconcession relationship with its subsidiary CAIRORCS Media S.p.A., the sub-dealer, invoicing advertising spaces directly to its customers and returning to Cairo Communication a share of revenue generated by resources managed on a sub-concession basis. CAIRORCS Media is owned 51% by Cairo Communication and 49% by RCS and is subject to the direction and coordination of Cairo Communication.

Starting from the 2018 financial statements, following application of IFRS 15 and based on existing contracts, sub-concession revenue is shown net of the portions paid to publishers, which amounted to Euro 108 million in the year (Euro 101.9 million in the year ended 31 December 2023).

Apart from advertising services, thanks to its administrative structure, Cairo Communication also provides a number of Companies with services relating mainly to auditing, financial analysis, debt management and collection. Such services are subject to contracts which are revised annually. Sales to Group companies deriving from these activities during the year were as follows:

Group services
(€ thousands)
2024 2023
CAIRORCS Media S.p.A. 1,280 1,280
Il Trovatore S.r.l. 22 22
Cairo Editore S.p.A. 480 480
Total 1,782 1,782

Other revenue from associates (Euro 100 thousand) relates to administrative services provided to Torino FC S.p.A., a related party in that it is ultimately controlled by U.T. Communications S.p.A..

2. Other revenue and income

Other revenue and income amounted to Euro 101 thousand (Euro 255 thousand at 31 December 2023). These refer mainly to the charging of costs connected with centralized services to other Group companies amounting to Euro 71 thousand and to contingent assets of Euro 30 thousand.

3. Services, rentals and leases and other operating costs

Service costs amounted to Euro 2,594 thousand (Euro 2,588 thousand at 31 December 2023). The item is broken down as follows:

Service costs 2024 2023
(€ thousands)
Consultancy services and collaborations 360 384
Board of Directors' fees 690 670
Board of Statutory Auditors' fees 125 125
Other administration and general expense 1,419 1,409
Total service costs 2,594 2,588

As explained in Note 1, the amounts returned to publishers, totaling Euro 108 million, were presented, as a result of the application of IFRS 15 and on the basis of existing contracts, as a decrease in the respective advertising revenue from sub-concessions.

"Rentals and leases" amounted to Euro 15 thousand (Euro 17 thousand at 31 December 2023) and refers to rentals for company cars.

Other operating costs amounted to Euro 75 thousand (Euro 56 thousand in the year ended 31 December 2023) and were attributable to contingent liabilities of Euro 14 thousand, sundry tax and fees of Euro 46 thousand, and other expense as the difference.

4. Personnel expense

This item can be analyzed as follows:

Personnel expense 2024 2023
(€ thousands)
Wages and salaries 1,245 1,224
Social security charges 653 646
Post-employment benefits 50 49
Other personnel expense 1 1
Total personnel expense 1,949 1,920

5. Amortization, depreciation, provisions and write-downs

These can be detailed as follows:

Amortization, depreciation, provisions and write-downs
(€ thousands)
2024 2023
Amortization of intangible assets 84 92
Depreciation of property, plant and equipment 68 71
Amortization/depreciation of rights of use on third-party assets 39 37
Allocation to the allowance for impairment 23 0
Total amortization, depreciation, provisions and write-downs 214 200

The allocation to the allowance for impairment of Euro 23 thousand is related to the application of IFRS9.

6. Net financial income (expense)

Net financial expense amounted to Euro 2,029 thousand (Euro 1,767 thousand at 31 December 2023) and is broken down as follows:

Net financial income (expense) 2024 2023
(€ thousands)
Sundry interest income 0 24
Interest income on bank accounts 225 199
Income from derivatives 0 173
Total financial income 225 396
Interest and other financial expense (2,252) (2,161)
Interest expense on leases (pursuant to IFRS 16) (2) (2)
Total financial expense (2,254) (2,163)
Net financial income (expense) (2,029) (1,767)

7. Income and expense from investments

"Income and expense from investments" amounting to Euro 26,950 thousand (Euro 20,728 thousand at 31 December 2023) includes dividends resolved by the subsidiary RCS MediaGroup S.p.A. of Euro 21,806 thousand, by the subsidiary Cairo Editore of Euro 4,937 thousand, and by the subsidiary Cairo Publishing of Euro 207 thousand.

8. Tax

Tax for the year amounted to a positive Euro 71 thousand (positive Euro 127 thousand in the year ended 31 December 2023), detailed in the table below

Tax 2024 2023
(€ thousands)
Current tax :
IRES / (income from tax consolidation) (114) (127)
IRAP 0 0
Deferred tax assets and liabilities 13 32
Adjustment of prior years' tax 30 (32)
Total income tax (71) (127)

The reconciliation of the effective and theoretical tax charge is detailed below:

2024 2023
Profit (loss) before tax 25,189 19,266
Theoretical income tax expense (24%) 6,045 4,624
Tax effect of dividends received (6,163) (4,725)
Tax effect of other permanent differences 47 (26)
IRAP 0 0
Current and deferred income tax for the year (71) (127)

For a clearer understanding of the reconciliation of the effective and theoretical tax charge, IRAP has not been taken into account as this is not based on profit before tax, and this would generate a distorting effect between one financial period and the other.

Notes to the statement of financial position

9. Property, plant and equipment

At 31 December 2024, this item amounted to Euro 200 thousand, with a net decrease of Euro 16 thousand, Changes in the item under comment can be detailed as follows:

Description Motor
vehicles
Furniture
and fittings
Plant and
equipment
Other assets Total
Carrying amounts at 31/12/2022 0 111 165 9 285
Net purchases 0 0 2 0 2
Depreciation 0 0 (71) 0 (71)
Carrying amounts at 31/12/2023 0 111 96 9 216
Net purchases 0 0 52 0 52
Depreciation 0 0 (68) 0 (68)
Carrying amounts at 31/12/2024 0 111 80 9 200

Tangible fixed assets were not subject to revaluation during the year.

10. Rights of use on leased assets

With the application, as from 1 January 2019, of IFRS 16 - Leases, the item "rights of use on leased assets" was included to indicate the recognition of rights of use of leased assets under fixed assets (mainly cars for company use).

At 31 December 2024, this item showed a balance of Euro 48 thousand net of accumulated amortization/depreciation of Euro 96 thousand (Euro 86 thousand at 31 December 2023).

The item can be analyzed as follows:

Description Rights of use
property
Rights of use
other assets
Rights of use
motor
vehicles
Total
Carrying amounts at 31/12/2022 0 0 87 87
Net purchases 0 0 38 38
Depreciation 0 0 (39) (39)
Other changes, increases and write-backs 0 0 0 0
Carrying amounts at 31/12/2023 0 0 86 86
Net purchases 0 0 0 0
Depreciation 0 0 (38) (38)
Other changes, increases and write-backs 0 0 0 0
Carrying amounts at 31/12/2024 0 0 48 48

11. Intangible assets

Intangible assets amounted to Euro 203 thousand at 31 December 2024, increasing by a net Euro 17 thousand versus 31 December 2023. Their movements in the period are shown below:

Description Software, licenses
and trademarks
Fixed assets
under development
Total
Carrying amounts at 31/12/2022 193 15 208
Net purchases 68 1 69
Amortization (91) 0 (91)
Other changes 0 0 0
Other changes and adjustments 0 0 0
Carrying amounts at 31/12/2023 170 16 186
Net purchases 75 26 101
Amortization (84) 0 (84)
Reclassifications 0 0 0
Other changes and adjustments 0 0 0
Carrying amounts at 31/12/2024 161 42 203

12. Investments

12.1 Investments in subsidiaries

At 31 December 2024, investments amounted to Euro 323,571 thousand (Euro 325,143 thousand at 31 December 2023). Changes in investments in subsidiaries during the period are as follows:

Description Net Write-downs Increases Impairment Carrying
(Euro/000) carrying (decreases) losses amount at
amount at 31/12/2024
31/12/2023
RCS MediaGroup S.p.A. 304,916 - - - 304,916
CairoRCS Media S.p.A. 2,678 - - 2,678
Cairo Network S.r.l. 5,308 - - - 5,308
La7 S.p.A. 4,039 - - - 4,039
Il Trovatore S.r.l. 357 - - - 357
Cairo Editore S.p.A. 6,273 - - - 6,273
Cairo Publishing S.r.l. 1,572 - (1,572) - 0
Total investments in subsidiaries 325,143 - (1,572) 0 323,571

On 20 November 2024, Cairo Communication sold the booked investment held in Cairo Publishing for Euro 1,572 thousand to Cairo Editore.

Annex 2 contains the information required by paragraph V of Article 2427 of the Italian Civil Code. Information at 31 December 2024 is drawn from the draft financial statements approved by the Board of Directors of each direct subsidiary.

For more detailed information, a comparison between carrying amount and the amount derived from the application of the equity method is provided for each investment in the following table.

Description Equity Ownership Equity Carrying Difference
(€ millions) 31/12/24 % method (*) amount (b) (a-b)
a)
Rcs MediaGroup 441.3 59.69% 536.5 304.9 231.6
Cairo Network S.r.l. 14.7 100% 14.3 5.3 9.0
La7 S.p.A. 64.6 100% 64.9 4.0 60.9
Il Trovatore S.r.l. 0.9 80% 0.9 0.4 0.5
Cairo Editore S.p.A. 11.7 99.95% 31.9 6.3 25.6
CAIRORCS Media S.p.A. 4.3 80.25% 2.0 2.7 (0.7)

(*) Amounts determined under IAS/IFRS.

Particular significance is attached to the impairment test relating to the investment in RCS MediaGroup S.p.A..

The purchase cost of the investment had been Euro 304.9 million in 2016, relating to no. 311.5 million RCS shares, corresponding to 59.69% of RCS's share capital.

Cairo Communication determined, for impairment purposes, the recoverable value (defined in accordance with IAS 36 as the higher of the value in use and the fair value less costs to sell) of the "RCS investment" at

the reporting of 31 December 2024. At the balance sheet date, the capitalization of RCS is lower than the carrying amount of the investment.

An assessment was also conducted to determine whether risks associated with environmental topics, both physical and transitional, could significantly impact the estimated recoverable amount. In the event that a climate-related parameter is identified as a key assumption, it would in fact require an adjustment of the key assumptions in the plan to reflect its impacts in the cash flow projection. As explained in the "Consolidated Sustainability Reporting" section of the Directors' Report on Operations, to which reference should be made, to date the Group does not appear to be particularly exposed to risks related to climate change, partly in view of the nature of its business.

The Company, in any case, constantly monitors these as to prevent and mitigate potential impacts, taking them into account, where significant, in its assessments.

The recoverable value of the "RCS Investment" was determined with the support of an independent expert.

The impairment test was carried out in keeping with the previous method (approach before IFRS 16), and also through a valuation that considered the effects of the application of the IFRS 16 on the parameters relevant for impairment purposes. For the valuation "before IFRS 16", invested capital does not take account of the rights of use on lease contracts and consistently the expected cash flows used in the calculation of the recoverable value include the rental cost.

Specifically, the recoverable value of the "RCS Investment" was determined, with the support of the independent expert, based on the forecasts taken from the RCS's 2025-2027 Plan (approved by RCS's Board of Directors on 18 March 2025). The cash flows, in compliance with the provisions of IAS 36, were projected for valuation purposes to be constant in nominal terms (growth rate g = 0).

These flows were then discounted on the basis of a rate defined as the weighted average cost of capital WACC of 8.70% (9.23% at 31 December 2023), determined net of the abovementioned IFRS 16 effects, in line with the procedures adopted at 31 December 2023.

The value obtained underwent a sensitivity analysis, by varying the discount rate (WACC) and the growth rate of the final value (g), with discrete changes of 50 basis points, and reducing the expected EBITDA values in the period and included in the final value of up to -10%. None of the scenarios envisaged show indications of impairment losses for the RCS Investment at 31 December 2024.

Additionally, further sensitivity analysis was conducted in terms of cash flow reduction in order to verify the sustainability of the carrying amount of the investment. A specific scenario was also envisaged to determine the extent of the reduction in the EBITDA Plan (linear and in perpetuity) in order to bring the value in use back to the book value of the investment. This analysis too confirmed the reasonableness of the results reached.

"Post IFRS 16", invested capital takes account of the rights of use on lease contracts and consistently the expected cash flows used in the calculation of the recoverable value do not include the rental cost.

For such valuation, the flows were discounted on the basis of a rate defined as the weighted average cost of capital WACC of 8.42% (8.94% at 31 December 2023).

The analysis performed to assess the possible impact of the effects (on the financial position, cash flows and income) of the introduction of the IFRS 16 - Leases on the results deriving from the impairment process, showed that even an impairment process carried out on the basis of an IFRS 16-compliant presentation does not change, at 31 December 2024, the results obtained and the conclusions by adopting the previous method.

Regarding the investment in CairoRCS Media, despite the negative difference between the carrying amount of the investment and the pro-rata equity value, the company did not identify any impairment indicators.

The Company prepares Group consolidated financial statements which, taking account of the investments held, are an essential document to ensure complete understanding of the activities of the Group, the Parent and its investments.

12.2 Investments in other companies

The item in question, amounting to Euro 857 thousand, refers to the stake in HIIT TopCo Gmbh resulting from an extraordinary share swap with the investment held in Buddyfit S.r.l..

13. Non-current financial assets

At 31 December 2024, "non-current financial assets" amounted to Euro 4,538 thousand (Euro 4,538 thousand at 31 December 2023), relating to loans granted to the subsidiary Cairo Network S.r.l., shown net of an allowance for impairment of Euro 27 thousand from the application of IFRS 9.

14. Deferred tax assets

At 31 December 2024, deferred tax assets amounted to Euro 377 thousand (Euro 420 thousand at 31 December 2023). These assets are summarized in the table below:

Deferred tax assets 31/12/24 31/12/23
(€ thousands) Amount of
temporary
differences
Tax effect Amount of
temporary
differences
Tax effect
Allowance for impairment 1,412 339 1,463 351
Post-employment benefits IAS 33 8 80 19
Other temporary differences 125 30 205 50
Total deferred tax assets 1,570 377 1,748 420

Deferred tax assets are recognized to the extent they are considered recoverable depending on the presence of future taxable income in which temporary differences will be reversed.

15. Trade receivables

Trade receivables amounted to Euro 847 thousand, decreasing by Euro 201 thousand versus 31 December 2023.

They are broken down as follows:

Receivables from customers
(€ thousands)
31/12/24 31/12/23 Change
Trade receivables 1,963 2,240 (277)
Allowance for impairment (1,116) (1,192) 76
Total trade receivables 847 1,048 (201)

For further details on credit risk, reference should be made to Note 30.

The ageing of trade receivables by due date is as follows:

31 dicembre 2024 Current Past due 30-
60 dd
Past due 61-
90 dd
Past due 91-
180 dd
Past due
over 180 dd
Total
Trade receivables 30 - - 42 1,891 1,963
Allowance for impairment - - - - (1,116) (1,116)
Receivables from customers 30 0 0 42 775 847

31 dicembre 2023 Current Past due 30-
60 dd
Past due 61-
90 dd
Past due 91-
180 dd
Past due
over 180 dd
Total
Trade receivables 31 - - 213 1,995 2,239
Allowance for impairment - - - - (1,191) (1,191)
Receivables from customers 31 0 0 213 804 1,048

Trade receivables towards customers are stated net of the allowance for impairment that has been determined taking account of specific collection risks identified

Cairo Communication operates on the advertising sales market on a sub-concession basis with the subsidiary CAIRORCS Media, which invoices directly to its customers and returns a share of the revenue to its parent. Current receivables arising from this activity accrue from the subsidiary.

16. Receivables from subsidiaries

These amounted to Euro 55,841 thousand, increasing by Euro 13,182 thousand versus 31 December 2023, and are shown net of an allowance for impairment of Euro 221 thousand from the application of IFRS 9.

They are broken down as follows:

Receivables from subsidiaries 31/12/24 31/12/23 Change
(€ thousands)
La7 S.p.A. 1,567 3,247 (1,680)
Cairo Editore S.p.A. 2,089 976 1,113
Il Trovatore S.r.l. 60 35 25
Cairo Publishing S.r.l. 15 38 (23)
Cairo Network S.r.l. 141 1,188 (1,047)
Cairo RCSMedia S.p.A. 41,874 36,880 4,994
RCS MediaGroup S.p.A. 5,627 13 5614
Rcs Produzioni S.p.A. 62 66 (4)
Rcs Produzioni Milano S.p.A. 37 0 37
Rcs Produzioni Padova S.p.A. 35 87 (52)
Rcs Sport&Event S.r.l. 3,082 0 3,082
Rcs Sport S.p.A. 0 237 (237)
Blei S.r.l. in liquid. 11 17 (6)
In Viaggio Dove Club S.r.l. 73 6 67
RCS Innovation S.r.l. 1,389 63 1,326
Total gross receivables from subsidiaries 56,062 42,853 13,209
Write-down (221) (194) (27)
Total receivables from subsidiaries 55,841 42,659 13,182

Receivables from La7 S.p.A. (Euro 1,567 thousand) consist of receivables that arose as part of Group VAT (Euro 1,448 thousand), receivables that arose as a result of the company's inclusion in tax consolidation (Euro 59 thousand Euro) and trade receivables as the difference.

Receivables from Cairo Editore S.p.A. (Euro 2,089 thousand) are attributable for Euro 700 thousand to the centralized services provided by the parent company, for Euro 1,311 thousand to the receivable from the inclusion in tax consolidation, and the difference to the chargeback of costs and losses on receivables.

Receivables from Il Trovatore S.r.l. (Euro 60 thousand) refer mainly to centralized services provided by the Parent, while the receivable from Cairo Network S.r.l. (Euro 141 thousand) is attributable mainly to the receivable that arose from the Group's VAT (Euro 136) and Euro 5 thousand to the receivable for cost chargeback.

Receivables from RCS Mediagroup and its subsidiaries refer to the receivable arising from the tax consolidation in which the companies are included.

Receivables from CAIRORCS Media S.p.A. (Euro 41,874 thousand) refer for Euro 41,484 thousand to the sub-concession contracts for advertising sales on TV media, and for Euro 390 thousand to the contract for the provision of administrative services.

Administrative services and use of serviced spaces to subsidiaries are provided by Cairo Communication through contracts at market value.

* * *

17. Sundry receivables and other current assets

These amounted to Euro 1,339 thousand, decreasing by Euro 1,339 thousand versus 31 December 2023, and can be analyzed as follows:

Sundry receivables and other current assets
(€ thousands)
31/12/24 31/12/23 Change
Prepaid IRAP 67 68 (1)
Other receivables from tax authorities 16 266 (250)
Receivables from others 43 48 (5)
VAT payable 920 1,994 (1,074)
Prepayments and accrued income 293 302 (9)
Total sundry receivables and other current 1,339 2,678 (1,339)

18. Cash and cash equivalents

assets

The item amounted to Euro 10,345 thousand, decreasing by Euro 11,577 thousand versus the prior year, and is broken down as follows:

Cash and cash equivalents
(€ thousands)
31/12/24 31/12/23 Changes
Bank and post office deposits 10,342 21,921 (11,579)
Cash and valuables on hand 3 1 2
Total 10,345 21,921 (11,577)

Changes in this item are shown in the statement of cash flows.

Cash and cash equivalents continued to be managed prudently.

Below is the net financial position of Cairo Communication at 31 December 2024, as set out in the "Guidance on disclosure requirements under the Prospectus Regulation" published by ESMA on 4 March 2021 under document "ESMA32-382-1138" and taken up by CONSOB in communication 5/21 of 29 April 2021:

Net financial debt
(€ millions)
31/12/2024 31/12/2023 Change
A Cash funds 10,345 21,922 (11,577)
B Cash equivalents 0 0 0
C Other current financial assets 0 0 0
D Cash (A+B+C) 10,345 21,922 (11,577)
E Current financial debt (41,584) (52,547) 10,963
of which current liabilities from lease
contracts
(25) (35) 10
F Current portion of non-current financial debt 0 0 0
G Current financial debt (E+F) (41,584) (52,547) 10,963
H Net current financial debt (liquidity) (G -
D )
(31,239) (30,625) (614)
I Non-current financial debt (10,019) (10,048) 29
of which non-current liabilities from lease
contracts
(19) (48) 29
J Debt instruments 0 0 0
K Trade payables and other non-current 0 0 0
payables
L Non-current financial debt (I+J+K)
(10,019) (10,048) 29
M Total financial debt (liquidity) (H+L) (41,258) (40,673) (585)

Current financial payables at 31 December 2024 include:

  • Euro 41,327 thousand in payables to the subsidiary La7 S.p.A., deriving from the short-term interest-bearing cash deposit agreement,
  • Euro 232 thousand in payables to the subsidiary Cairo Editore related to the current account for centralized treasury management;
  • Euro 25 thousand for the current portion of financial liabilities from leases recorded in the financial statements pursuant to IFRS 16.

Non-current financial payables refer to the revolving loan agreement concluded by Cairo Communication with Crédit Agricole. At 31 December 2024, Euro 10 million of the loan line was drawn down.

Non-current financial debt also includes Euro 19 thousand in financial liabilities from leases recorded in the financial statements pursuant to IFRS 16.

Credit Agricole loan

On 29 May 2023, Cairo Communication concluded a revolving loan agreement with Crédit Agricole for a total amount of Euro 20 million with a term of 36 months. At 31 December 2024, Euro 10 million of the loan line was drawn down. The revolving credit line provides, inter alia, for:

  • a) compulsory early repayment, statements, obligations, withdrawal and relating materiality threshold clauses;
  • b) financial covenants at the level of the consolidated group financial statements to be recognized on a sixmonth basis. Specifically, a gearing ratio (debt/equity) no higher than 1.0x and a leverage ratio (debt/EBITDA) no higher than 3.0x;
  • c) early repayment in the event of a change of control of Cairo Communication.

19. Equity

Equity at 31 December 2024 amounted to Euro 263,877 thousand, a net increase of Euro 3,816 thousand versus 31 December 2023, attributable to the overall result for 2024 of Euro 25,259 thousand and the distribution of dividends of Euro 21,506 thousand.

Share capital

The share capital at 31 December 2024 was Euro 6,990 thousand, subscribed and fully paid up, comprising no. 134,416,598 ordinary shares, with no indication of par value.

In accordance with the Bylaws, the shares are registered, indivisible and freely transferable. The requirements of representation, legitimization, circulation of the company investment required for securities traded on regulated markets continue to apply.

Each share has the right to a proportion of the profit which has been approved for distribution and to a portion of equity on liquidation and also has the right to vote, without limits other than those as defined by the Law.

The total amount of voting rights and the updated list of shareholders with an interest above 5% of the share capital of the Company registered in the special list for the entitlement to the benefit of the increased voting right and who have obtained the double vote pursuant to articles 85-bis, paragraph 4-bis and 143-quater, paragraph 5, of the Issuer Regulation are published on the website www.cairocommunication.it Corporate Governance section - increased voting right.

Specifically, at 25 March 2025, with regard to shareholders with interests greater than 5%:

  • the shareholder U.T. Communications S.p.A. is entitled to exercise the increased voting right on 59,939,246 shares;
  • the shareholder Urbano Cairo is entitled to exercise the increased voting right on 9,705,000 shares. The two positions above refer to the controlling party Urbano Cairo.

Without prejudice to the above, no securities carrying special controlling rights have been issued to date.

No financial instruments have been issued attributing the right to subscribe to newly-issued shares.

No share incentive plans are envisaged involving share capital increases, even on a freely allocated basis. The reconciliation between the number of shares outstanding at 31 December 2024 and those at 31 December 2023 is as follows:

31/12/23 Share capital
Increase
Purchase/
Disposal
treasury
31/12/24
Ordinary shares issued 134,416,598 - shares
-
134,416,598
Treasury shares (779) - - (779)
Ordinary shares outstanding 134,415,819 - - 134,415,819

Share premium reserve

At 31 December 2024, the share premium reserve amounted to Euro 224,075 thousand, unchanged versus the prior year.

Retained earnings

At 31 December 2024, the balance showed a positive Euro 7,870 thousand. The item includes the IAS firsttime adoption reserve, with a negative balance of Euro 1,313 thousand.

This item also incorporates the adjustment at 1 January 2018 due to the effects for a negative Euro 239 thousand deriving from the application of the expected credit loss model introduced by IFRS 9.

Retained earnings 31/12/24 31/12/23
(€ thousands)
Retained earnings 9,422 11,502
Effects of applying IFRS 9 (239) (239)
Retained earnings – "first-time adoption" reserve (1,313) (1,313)
Total 7,870 9,950

Other reserves

At 31 December 2024, the item amounted to Euro -315 thousand. Details of this item can be analyzed in the table below:

Other reserves 31/12/24 31/12/23
(€ thousands)
Legal reserve 1,398 1,398
Negative goodwill 225 225
Effects of the merger by incorporation of Cairo Pubblicità (1,955) (1,955)
Other reserves 17 17
Total (315) (315)

Treasury shares reserve

In 2024, as part of the share buy-back plans, no treasury shares were sold or purchased. At 31 December 2024, Cairo Communication held a total of no. 779 treasury shares, or 0.001% of the share capital, subject to Article 2357-ter of the Italian Civil Code.

The Shareholders' Meeting held on 8 May 2024, after revoking a similar resolution adopted on 8 May 2023, approved the proposal to authorize the purchase and disposal of treasury shares pursuant to articles 2357 et seq. of the Italian Civil Code. The purchase and disposal of treasury shares may be carried out in order to provide liquidity to the market, for a set period of time, fostering the regular conduct of trading, as well as for the other purposes indicated in the explanatory report in point 4 on the agenda of the Shareholders' Meeting, published on the Company's website. The Board of Directors was authorized to purchase treasury shares up to the maximum number permitted by law, for a period of 18 months from the date of today's authorization by the Shareholders' Meeting, by using (i) retained earnings distributable by the Company, as resulting from the latest approved financial statements, net of the allocation to the legal reserve, and (ii) the available reserves, including the share premium reserve. Purchase transactions may be carried out in accordance with the provisions of national and European law and regulations in force from time to time and in accordance with the procedures set out in Article 144-bis, paragraph 1, letter b), of the Issuer Regulation, without prejudice to the application of the exemption set out in paragraph 3 of Article 132 of the TUF and, in any case, in any other manner permitted by the provisions of law and regulations on the matter from time to time in force. Purchases shall be made at a price no greater than 20% lower or higher than the average official price recorded by the Cairo Communication share over the 15 trading days prior to each individual purchase transaction. The Board of Directors has also been authorized to dispose, on one or more occasions, without time limits, of the treasury shares purchased and those already held in the portfolio. The disposal of treasury shares may be carried out (i) through sale to be made on the market, also for trading activities, or outside the market; (ii) through transfer to directors, employees and/or associates of the Company and/or its subsidiaries in implementation of incentive plans; (iii) in the context of transactions in relation to which it may be appropriate to exchange or dispose of share packages, including by way of swap or contribution; (iv) in the context of capital transactions or other transactions of a financial nature involving the use, assignment, disposal or cancellation of treasury shares, such as, by way of example, mergers, demergers, issue of convertible bonds or warrants served by treasury shares, assignment as collateral or set up of restrictions for financial transactions, or in the event of a distribution of dividends. Disposal transactions shall be carried out

at a price no greater than 20% lower than the average official price recorded by the Cairo Communication share over the 15 trading days prior to each individual disposal transaction, it being understood that such price limit shall not apply in the cases referred to in sub-paragraphs (ii), (iii) and (iv) above.

The shareholders' meeting of 25 March 2025 revoked the resolution adopted on 8 May 2024 and approved a new authorisation for the purchase and disposal of Treasury shares pursuant to Articles 2357 and following of the Civil Code, as indicated in the paragraph "Significant events after the year".

The table below shows equity items and indicates if they can be used and distributed, and tax restrictions if any:

Amount/Description Amount Eligibility for Available Use over the previous
(€ thousands) use portion three year
To cover Other
losses (dividends)
Share capital 6,990 - -
Treasury shares (2) - -
Share premium reserve (1) 224,075 ABC 224,075 - -
Legal reserve 1,398 B - -
Other reserves 17 ABC 17 - -
Effects of the merger by incorporation of Cairo (1,955) - -
Pubblicità
Negative goodwill 225 ABC 225 - -
Retained earnings 7,870 ABC 7,868 - 48,390
Total 238,618 232,185 - 48,390

Key:

A - for increases in share capital

B - to cover losses

C - dividend

(1) In accordance with Article 2431 of the Italian Civil Code, the entire amount of this reserve may be distributed provided the legal reserve has reached the limit as defined by Article 2430 of the Code

Profit for the year

Profit for the year amounted to Euro 25,259 thousand (a profit of Euro 19,393 thousand at 31 December 2023).

20. Current and non-current liabilities from lease contracts

With the application, as from 1 January 2019, of IFRS 16 - Leases, the items "Non-current liabilities from lease contracts" and "Current liabilities from lease contracts" have been added to express the recognition of the liability arising from rents to be paid.

Current financial liabilities from leases at 31 December 2024 have a residual balance of Euro 25 thousand (Euro 35 thousand at 31 December 2023). Non-current liabilities from leases have a residual balance of Euro 19 thousand (Euro 48 thousand at 31 December 2023).

21. Post-employment benefits

This item amounted to Euro 1,095 thousand, with a net difference of Euro 27 thousand versus the prior year. The movement is analyzed below:

Balance at
31/12/2023
Paid during
the year/
shifts
Financial
expense
Allocations
in the year
Actuarial
adjustment
Balance at
31/12/2024
Post-employment benefits 1,067 0 19 50 (41) 1,095
Total 1,067 0 19 50 (41) 1,095

The following assumptions were considered for actuarial valuation purposes:

VALUATION DATE 31/12/2024
COMPANY Cairo Communication
VALUATION METHOD Post-employment benefits
Mortality table 2019
Reduction of mortality table 0%
Advance request rate EXECUTIVES 1.30%
Advance request rate MIDDLE MANAGER 1.30%
Advance request rate WHITE COLLARS 1.30%
Salary increase rate EXECUTIVE* 0.00%
Salary increase rate MIDDLE MANAGER* 0.00%
Salary increase rate WHITE COLLAR* 0.00%
Future inflation rate 2.00%
Discount rate 3.18%
Resignation rate EXECUTIVES
Resignation rate MIDDLE MANAGER
0.30%
0.30%
Resignation rate WHITE COLLARS 0.30%

Changes in the breakdown of staff are summarized in the table below:

Headcount at
beginning of
year
Changes Headcount at
year end
Average
headcount
Executives 6 - 6 6
Middle managers 2 - 2 2
White collars 7 1 8 7.5
Total 15 1 16 15.5

22. Payables to suppliers

Payables to suppliers amounted to Euro 659 thousand, decreasing by Euro 214 thousand versus 31 December 2023.

23. Receivables from and payables to parents

Receivables from parent companies amounted to Euro 106 thousand, unchanged versus 31 December 2023, and related mainly to trade receivables from U.T. Communications.

24. Payables to subsidiaries

Payables to subsidiaries amounted to Euro 67,557 thousand, increasing by Euro 2 thousand versus 31 December 2023, and are broken down as follows:

Payables to subsidiaries
(Euro/000)
31/12/24 31/12/23 Changes
La7 S.p.A. 61,459 63,824 (2,365)
Cairo Publishing S.r.l. 35 0 35
Il Trovatore S.r.l. 42 18 24
Cairo Network S.r.l. 520 0 520
Cairo Editore S.p.A. 140 103 37
RCS MediaGroup S.p.A.
169
1,339 (1,170)
CAIRORCSMedia S.p.A. 1,256 68 1,188
Rcs Produzioni S.p.A. 0 0 0
Rcs Produzioni Milano S.p.A. 0 0 0
Rcs Produzioni Padova S.p.A. 0 0 0
Sfera Service S.r.l. 12 37 (25)
Trovolavoro S.r.l. 96 175 (79)
M-dis 2,065 1,322 743
Blei S.p.A. in liquidation 0 0 0
To-dis 219 368 (149)
(297)
1,532
Rcs Sport and Events S.p.A. 0 297
Rcs Sport S.p.A. 1,532 0
RCS Innovation S.r.l. 0 0 0
My Beauty Box S.r.l. 12 4 8
In Viaggio Doveclub S.r.l. 0 0 0
Total 67,557 67,555 2

Payables to La7 S.p.A. arise from the publisher's share acknowledged to the subsidiary for advertising sales on La7 and La7d (Euro 61,459 thousand).

Payables to RCS Mediagroup and its subsidiaries are attributable mainly to their inclusion in Cairo Communication's tax consolidation, which RCS Mediagroup's subsidiaries In Viaggio Dove Club, My Beauty Box and RCS Innovation have also adhered to since 2023.

The payable to Cairo Editore derives mainly from the payable that arose as part of Group VAT (Euro 136 thousand) and from trade payables as the difference.

The payable to Cairo Network is attributable entirely to the IRES payable that arose due to the company's inclusion in tax consolidation.

25. Financial payables to subsidiaries

Financial payables to subsidiaries, amounting to Euro 41,559 thousand, are attributable to the short-term interest-bearing cash deposit agreement concluded with La7 S.p.A. for the amount of Euro 41,327 thousand, and for the difference to the intra-group current account agreement entered into by Cairo Communication with its subsidiaries for the purpose of recording receivables and payables arising from mutual remittances arising from trade transactions, i.e. financial transactions and optimizing balances.

The payable to subsidiaries that arose as a result of this agreement, amounting to Euro 232 thousand, is attributable entirely to Cairo Editore S.p.A..

26. Tax payables

Tax payables amounted to Euro 11,807 thousand, increasing by Euro 6,054 thousand versus 31 December 2023. The item is broken down as follows:

Tax payables
(€ thousands)
31/12/24 31/12/23 Changes
Withholding tax on employees 81 134 (53)
Withholding tax on contract workers 75 32 43
Current IRAP 0 0 0
Current IRES 11,651 5,587 6,064
VAT payable 0 0 0
Total tax payables 11,807 5,753 6,054

27. Other current liabilities

Other current liabilities amounted to Euro 1,674 thousand, decreasing by Euro 251 thousand versus 31 December 2023. The item is broken down as follows:

Other current liabilities
(Euro/000)
31/12/24 31/12/23 Changes
Payables to social security institutions 207 188 19
Other payables 1,452 1,460 (8)
Accrued expense and deferred income 15 277 (262)
Total 1,674 1,925 (251)

"Other payables" refers mainly to employees for holidays accrued (Euro 1,253 thousand) and additional monthly salaries (Euro 68 thousand).

28. Commitments, risks and other information

Pursuant to Article 1, paragraph 125 to 129 of Law no. 124 of 4 August 2017, with regard to the obligations to publish grants, contributions, paid assignments and, in any case, economic benefits of any kind received from the PA, and to Article 3-quater, paragraph 2, of Decree Law no. 135/2018 (Simplification Decree), it

should be noted that the Allocating Bodies are required to publish the contributions in the National Aids Register, available at: https://www.rna.gov.it/sites/PortaleRNA/it\_IT/trasparenza on state aid and de minimis aid. In 2024, Cairo Communication did not benefit from any grants, contributions, paid assignments and, in any case, economic benefits of any kind received from the PA.

Guarantees and commitments

With regard to the commitments, risks and other information relating to Cairo Communication's subsidiaries, reference should be made to the explanatory notes to the consolidated financial statements at 31 December 2024.

It is also noted that:

  • the separate financial statements at 31 December 2024 do not include any receivables or payables with a residual term exceeding five years;
  • the separate financial statements at 31 December 2024 do not include the capitalization of financial expense.

29. Related-party transactions

In 2024, transactions carried out by Cairo Communication with related parties and the effects on the balance sheet and income statement are shown as follows:

Receivables and financial assets
(Euro/000)
Trade receivables Other receivables
and current assets
Intra-group
financial assets
Parent UT Communications 106 0 0
Subsidiaries of Cairo Communication Group
Cairo Editore S.p.A. 778 1,311 0
Cairo Publishing S.r.l. 0 15 0
Il Trovatore S.r.l. 60 0 0
La7 S.p.A. 60 1,508 0
RCS MediaGroup S.p.A. 5 5,622 0
Cairo Network S.r.l. 5 136 4,565
Cairo RCSMedia S.p.A. 41,875 0 0
RCS Produzioni S.p.A. 0 62 0
RCS Produzioni Padova S.p.A. 0 34 0
RCS Produzioni Milano S.p.A. 0 37 0
RCS Sport & Events S.r.l. 0 3,082 0
RCS Sport S.p.A. 0 0 0
Blei S.r.l. in liquidation 0 11 0
In Viaggio Dove Club S.r.l. 0 73 0
RCS Innovation S.r.l. 0 1,389 0
Affiliates of UT Communications Group
Torino FC S.p.A. 349 0 0
Total gross receivables 43,132 13,243 4,565
Write-down (221) 0 (28)
Total 43,017 13,243 4,537

Payables and financial liabilities
(Euro/000)
Trade payables Other payables and
current liabilities
Intra-group
financial payables
Parent UT Communications 0 0 0
Subsidiaries of Cairo Communication Group
La7 S.p.A. 61,459 0 41,327
Cairo Publishing S.r.l. 0 35 0
Il Trovatore S.r.l. 43 0 0
Cairo Network S.r.l. 0 520 0
Cairo Editore S.p.A. 4 136 232
CairoRCS Media S.p.A. 0 1,255 0
Trovolavoro S.r.l. 0 96 0
Sfera Service S.r.l. 0 12 0
RCS MediaGroup S.p.A. 169 0 0
RCS Produzioni S.p.A. 0 0 0
RCS Produzioni Milano S.p.A. 0 0 0
RCS Produzioni Padova S.p.A. 0 0 0
My Beauty Box S.r.l. 0 12 0
Rcs Sport and Events S.p.A. 0 0 0
Rcs Sport S.p.A. 0 1,532 0
To-dis S.r.l. 0 219 0
RCS Innovation S.r.l. 0 0 0
Blei S.p.A. in liquidation 0 0 0
In Viaggio Doveclub S.r.l. 0 0 0
M-dis 0 2,065 0
Total 61,675 5,882 41,559

(1) In the financial statements, the amount of Euro 4,413 thousand is shown net of publishers' fees, with an equivalent reduction in the corresponding costs and, in particular, the fees of La7, equal to Euro 108,013 thousand, shown in the table.

Revenue and costs
(Euro/000)
Operating revenue Operating
costs
Financial
income
Financial
expense
(Expense)/Inc
ome from
investments
Parent UT Communications - - - - -
Subsidiaries of Cairo Communication
Group
CAIRORCS Media S.p.A. (1) 112,426 0 - - -
Cairo Editore S.p.A. 513 6 - 205 4,937
La 7 S.p.A. (1) 108,013 - 1,426 -
Il Trovatore S.r.l. 22 20 - - -
RCS MediaGroup S.p.A. 20 407 - - 21,806
Cairo Network S.r.l. 0 0 - - -
Cairo Publishing S.r.l. 0 0 - - 207
Unidad Editorial S.A. 8
Affiliates of UT Communications Group
Torino FC S.p.A. 101 0 - - -
Total 113,090 108,446 - 1,631 26,950

Revenue RCS Cairo Cairo La7 Il Unidad Cairo Torino
(Euro/000) Media Editore RCS Trovatore Editorial Network FC
Group Media
Sub-concession payment - - 111,146 - - - - -
Administrative services and - 480 1,280 - 22 - - 100
use of serviced space
Recharged costs 20 33 - - - 8 - 1
Total 20 513 112,426 0 22 8 0 101
Costs RCS CAIRO La7 Il Trovatore Cairo
(Euro/000) MediaGroup RCS Media Editore
Internet services - - - 20 -
Publisher's share - - 108,014 - -
Seconded personnel 192 - - - -
Serviced space 104 - - - -
Inter-group legal and corporate services 50 - - - -
Other general expense 61 - - - 6
Interest expense - - 1,426 - 205
Total 407 0 109,440 20 211

Cairo Communication supplies a range of services to some of its subsidiaries and associates, relating mainly to management accounting software, administrative staff, and the areas of finance, treasury, management control and credit management, to allow the individual companies to benefit from economies of scale and more efficient management.

In 2024, CAIRORCS Media S.p.A. operated for Cairo Communication as a sub-lessee for TV advertising sales (La7).

Under these agreements, Cairo RCSMedia directly invoices customers and returns a percentage of the relating revenue to the sub-lessor.

In the year under review, there were no transactions with the parent (U.T. Communications) or with subsidiaries of the latter, except for the contract with Torino F.C. for the provision of administrative services such as bookkeeping; the agreement sets a fixed annual fee of Euro 100 thousand.

Cairo Communication has an exclusive advertising sales concession contract in place with La7 related to the publisher's TV channels.

Cairo Communication presented the tax consolidation scheme option pursuant to Article 117/129 of the TUIR (Consolidated Income Tax Act) starting from 2016, together with the subsidiaries Cairo Editore, Cairo Publishing, La7 and Cairo Network.

Starting from tax period 2021, Cairo Communication S.p.A. and RCS MediaGroup S.p.A. have jointly participated in the national tax consolidation scheme, with Cairo Communication S.p.A. acting as the consolidating company, as well as the subsidiaries of RCS MediaGroup S.p.A., where the conditions exist.

Fees paid to the directors in the year are analyzed in Note 32 "Board of Directors' and Board of Statutory Auditors' fees" and in the Remuneration Report, prepared pursuant to Article 123 ter of the TUF.

During the year, no transactions were concluded with members of the Board of Directors of the Company, general managers and/or key management personnel, members of the Board of Statutory Auditors, and the Financial Reporting Manager, other than for compensations and as indicated in the Remuneration Report.

The procedures adopted by the Group for related party transactions, to ensure transparency and substantial and procedural fairness, made by the Company either directly or through its subsidiaries, are illustrated in the Directors' Report on Operations in the section on the "Report on Corporate Governance and Ownership Structure".

30. Risk management

Liquidity risk

Liquidity risk may arise from difficulties in obtaining loans to support operations in accordance with the proper timescales, and, if necessary, to repay loans falling due.

Liquidity analysis

current liabilities

The table below summarizes the equity profile of Cairo Communication current assets and liabilities at 31 December 2024:

Description 31/12/24 31/12/23 Change
Trade receivables and other current assets 58.1 46.5 11.6
Trade payables and other current liabilities (81.7) (76.1) -5.6
Net working capital (23.6) (29.6) 6.1
Cash funds 10.3 21.9 (11.6)
Current financial assets 0.0 0.0 0.0
Current financial liabilities (41.6) (52.5) 11.0
Current net financial position (31.2) (30.6) (0.6)
Current liabilities from leases (IFRS 16) (0.0) (0.1) 0.0
Difference between current assets and (54.8) (60.3) 5.5

At 31 December 2024, the difference between current assets and liabilities showed a negative balance of Euro 54.8 million, changing by Euro 5.5 million versus the prior year (Euro 60.3 million at 31 December 2023).

Current financial liabilities, amounting to Euro 41.6 million, are attributable to the interest-bearing cash deposit agreement concluded with La7 S.p.A. (Euro 41.4 million), the intra-group current account agreement for Euro 0.2 million.

It should be noted in this regard that:

  • despite the current market environment, the Company and the Group have a strong cash generation capacity;
  • the Group's wholly-owned subsidiaries hold cash at 31 December 2024, and
  • in any event, the Company has unrestricted access to new liquidity in the form of financing facilities.

The table below summarizes the time profile of Cairo Communication financial assets and liabilities at 31 December 2024 based on the non-discounted collections and payments set out in the contracts (including principal and interest even if not accrued at the reporting date):

31 dicembre 2024 On <6 M 6 M - 1 1-2 Y 2-5 Y >5 Y Total
Non-current financial receivables demand
-
- Y
-
- 4.5 - 4.5
Current financial receivables - - - - - - -
Hedging derivatives - - - - - - -
Cash funds 10.3 - - - - - 10.3
Interest income - - - - - - -
Total financial assets 10.3 - - - 4.5 - 14.9
Financial payables to third parties - - - (10.0) - - (10.0)
Financial payables to Group companies - - (40.0) - - - (40.0)
Interest expense - - (2.2) - - - (2.2)
Total financial liabilities - - (42.2) (10.0) - - (52.2)
Liabilities from leases - - - - - - -
Interest expense on leases - - - - - - -
Total comprehensive financial
liabilities
- - (42.2) (10.0) - - (52.2)
31 dicembre 2023 On <6 M 6 M - 1 1-2 Y 2-5 Y >5 Y Total
Non-current financial receivables demand
-
- Y
-
- 4.5 - 4.5
Current financial receivables - - - - - - 0.0
Hedging derivatives - - - - - - 0.0
Cash funds 21.9 - - - - - 21.9
Interest income - - - - - - 0.0
Total financial assets 21.9 - - - 4.5 - 26.4
Financial payables to third parties - - - - (10.0) - (10.0)
Financial payables to Group companies - - (51.1) - - - (51.1)
Interest expense - - (2.2) - - - (2.2)
Total financial liabilities - - (53.3) - (10.0) - (63.3)
Liabilities from leases - - - - - - -
Interest expense on leases - - - - - - -
Total comprehensive financial - - (53.3) - (10.0) - (63.3)

The amounts shown in the table above, unlike the amounts of total net financial debt, include non-interest bearing non-current financial receivables of Euro 4.5 million (Euro 4.5 million in 2023) granted to the subsidiary Cairo Network S.r.l.

Interest rate risk

liabilities

Interest rate risk consists of potential and higher financial expense stemming from an unfavorable and unexpected change in interest rates.

At 31 December 2024, the Company holds exclusively floating rate financial instruments and, therefore, is exposed to said risk.

The floating rate financial instruments exposed to interest rate risk are those included in the net financial debt, amounting to Euro 41.3 million at 31 December 2024. Taking these values as a reference, a +1% change in the reference rate curves would result in an increase in financial expense of Euro 0.5 million on an annual basis, while a -1% change in the rate curves would result in a reduction in financial expense of Euro 0.5 million on an annual basis.

Currency risk

Cairo Communication is not exposed to currency risk as revenue is generated entirely in Italy and the main costs are incurred in Euro.

Credit risk

Cairo Communication has limited exposure to credit risk given that its advertising sales activities are performed through sub-concession agreements with the subsidiary CAIRORCSMedia. Trade receivables are therefore due almost entirely from other Group companies.

The table below shows the Company's maximum exposure to credit risk for equity components:

Description 31/12/24 31/12/23 Change
Trade receivables 56.8 43.8 13.0
Other current assets 1.2 2.6 (1.3)
Current financial receivables 0.0 0.0 0.0
Non-current financial receivables 4.5 4.5 0.0
Total receivables and other assets 62.6 50.9 11.6
Cash funds 10.3 21.9 (11.6)
Total 72.9 73.0 (0.0)

The breakdown of trade receivables by due date is commented on in Note 15.

31. Financial Instruments: disclosures

As required by IFRS 7, the table below shows the carrying amounts of items included in each category identified by IFRS 9.

The carrying amount generally coincides with the measurement at amortized cost of the financial assets/liabilities, except for derivative instruments and other equity instruments measured at fair value.

In accordance with IFRS 7, sundry receivables and other current assets, shown in the table below do not include tax receivables, accrued income and deferred expense and receivables from social security institutions.

Likewise, sundry payables and other current liabilities do not include payables to social security institutions, accrued expense and deferred income, and untaken holiday entitlement.

Description 31/12/24 31/12/23
FINANCIAL ASSETS
Financial assets at amortized cost
Non-current financial receivables 4.5 4.5
Non-current financial receivables 0.0 0.0
Trade receivables 0.8 1.0
Receivables from parents, associates and affiliates 55.8 42.7
Sundry receivables and other current assets 0.0 0.0
Cash and cash equivalents 10.3 21.9
TOTAL 71.6 70.2
FINANCIAL LIABILITIES
Financial liabilities at amortized cost
Non-current financial payables and liabilities 0.0 0.0
Non-current liabilities from leases 0.0 0.0
Current financial payables 41.6 52.5
Trade payables 0.9 0.9
Payables to parents, associates and affiliates 67.6 67.6
Sundry payables and other current liabilities 0.1 0.1
Current liabilities from leases 0.0 0.0
TOTAL 110.2 121.2

In accordance with IFRS 7, the effects produced in the income statement on financial assets/liabilities measured at amortized cost amounted to Euro 0.2 million.

32. Board of Directors' and Board of Statutory Auditors' fees

For the year ended 31 December 2024, the following information referring to the fees paid to Directors, Statutory Auditors, General Managers and key management personnel, also in subsidiaries, is analyzed in detail in the Remuneration Report, prepared pursuant to Article 123 ter of the TUF, and in summary form in the table below:

(€ millions) Service costs Personnel expense Sundry payables and
(AGP) other current
current
In Cairo Communication S.p.A.
Board of Directors - fees (0.2) - -
Board of Statutory Auditors - fees (0.1) - 0.1
Chief Executive Officers (0.4) (0.8) -
Key management personnel 0 (0.2) -
Total from Cairo Communication S.p.A. (0.7) (1.0) 0.1
In subsidiaries
Board of Directors - fees - - -
Board of Statutory Auditors - fees (0.1) - 0.1
Chief Executive Officers (4.9) 0.0 2.2
Key management personnel (0.4) (1.3) 0.3
Total from subsidiaries (5.4) (1.3) 2.6
Grand total (6.1) (2.3) 2.7

It should be noted that:

  • there are no agreements in place between the Parent and the directors for any indemnity in the event of resignation or unjust dismissal, or in the event their employment relationship ceases following a takeover bid;
  • there are agreements in place between the Company and Uberto Fornara, subject to non-compete commitments for 18 months following termination of his management relationship with the Parent, for payment during his relationship of a gross annual fee of Euro 100 thousand.

Moreover, there are no succession plans regarding executive directors.

Cairo Communication has no stock option plans in place.

33. Transactions deriving from atypical and/or unusual or non-recurring transactions

Pursuant to CONSOB Communication of 28 July 2006 no. DEM/6064296, it should be noted that in 2023 the Cairo Communication Group did not engage in any atypical and/or unusual transactions as defined by the above Communication.

34. Entity which prepares the consolidated financial statements of the largest body of entities, of which the entity forms part as a subsidiary

U.T. Communications S.p.A., with registered office in Via Montenapoleone 8, Milan, where a copy of the consolidated financial statements is also available. In early 2025, the company moved its registered office to Piazzale Francesco Baracca 1 in Milan.

35. Entity which prepares the consolidated financial statements of the smallest body of entities, of which the entity forms part as a subsidiary

U.T. Communications S.p.A., with registered office in Via Montenapoleone 8, Milan, where a copy of the consolidated financial statements is also available. By early 2025, the company will move its registered office to Piazzale Francesco Baracca 1 in Milan.

36. Significant events after the year

After year end, the Board of Directors of the Company, with notice released on 20 February 2025, as per Article 102 of Legislative Decree 58/98 and Article 37 of CONSOB Resolution no. 11971/99 (the "102 Notice"), announced the decision to launch a voluntary partial public purchase offer on treasury shares, for a maximum total of 24,194,987 shares of the Company, representing 18.0% of the share capital, at a consideration per share of Euro 2.900 (the "Consideration" and, the mentioned voluntary partial public purchase offer, the "Offer"), subject, inter alia, to the approval of a new authorization for the purchase of treasury shares (to be completed also through the Offer), adopted by the Shareholders' Meeting on 25 March 2025.

The Company will meet the financial commitments required to pay the Consideration through the use of its own funds and the debt arising from the loan agreement outlined in the commitment letter received on 20 February 2025 from UniCredit S.p.A. as lending bank, Underwriter, Global Coordinator, Mandated Lead Arranger, and Bookrunner.

For more information on the Offer, please refer to Notice 102 and the press release issued on 25 March 2025 regarding the resolution of the Shareholders' meeting that authorized the purchase and disposal of Treasury shares, both available on the Company's website at www.cairocommunication.it.

No events took place after year end that would require any adjustments to the figures presented in this Annual Report.

Shareholders,

given the 20 February 2025 announcement that the Board of Directors will not propose ordinary dividends or reserve distributions at the Shareholders' Meeting called to approve, inter alia, the financial statements for the year ended 31 December 2024, we invite you to approve the separate financial statements at 31 December 2024 and the accompanying reports, and propose allocating the entire profit for the year to retained earnings.

You are therefore invited:

  • to approve the Directors' Report on Operations and the separate financial statements for the year ended 31 December 2024, which show a net profit for the year of Euro 25,259,389.16;
  • to resolve on allocating the entire net profit for the year to retained earnings.

For the Board of Directors Chairman Urbano Cairo

Cairo Communication S.p.A. Separate financial statements at 31 December 2024 Annexes and appendix

271

21 7

List of investments in direct subsidiaries

Annex 1

Company name and registered office
(€ millions)
Share capital Result most
recent year
(*)
Equity % of
ownership
Cairo Editore S.p.A. - Milan
At 31/12/23 1.0 4.9 9.8 99.95
At 31/12/24 1.0 7.0 11.8 99.95
Rcs MediaGroup S.p.A - Milan
At 31/12/23 270.0 45.4 522.6 59.69
At 31/12/24 270.0 34.0 521.1 59.69
LA7 S.p.A. - Rome
At 31/12/23 1.0 (2.9) 62.8 100.00
At 31/12/24 1.0 1.8 64.6 100.00
Il Trovatore S.r.l. - Milan
At 31/12/23 0.0 0.0 0.8 80.00
At 31/12/24 0.0 0.1 0.9 80.00
CAIRORCS Media S.p.A. - Milan
At 31/12/23 0.3 (0.8) 6.8 80.25
At 31/12/24 0.3 (2.5) 4.3 80.25
Cairo Network S.r.l. - Milan
At 31/12/23 5.5 3.0 13.3 100.00
At 31/12/24 5.5 1.3 14.7 100.00

(*) Figures at 31/12/2023 refer to the financial statements approved by the respective Shareholders' Meetings. Figures at 31/12/2024 refer to the draft financial statements approved by the respective Boards of Directors.

Summary key figures of the draft financial statements of direct subsidiaries in the Cairo Editore publishing segment, TV publishing La7, RCS and network operator at 31 December 2024

Cairo Editore Rcs MediaGroup LA7 Cairo Network
Financial Financial Financial Financial
(€ millions) statements at statements at statements at statements at
31.12.2024 31.12.2024 31.12.2024 31.12.2024
Assets
A) Share capital proceeds to be received 0.00 0.00 0.00 0.00
B) Intangible fixed assets 2.61 31.71 19.45 23.81
Tangible fixed assets 1.59 82.96 4.91 0.00
Rights of use on leased assets 0.00 97.12 0.00 0.00
Investment property 0.00 2.27 0.00 0.00
Financial fixed assets 1.58 382.19 0.06 0.00
Total fixed assets 5.78 596.25 24.42 23.81
C) Inventory 1.74 12.56 0.11 0.00
Receivables 25.63 170.56 106.51 9.48
Current financial assets 0.03 151.80 0.00 0.00
Cash funds 2.60 46.09 7.54 0.52
Total current assets 29.99 381.01 114.16 10.00
D) Prepayments and accrued income 0.84 4.75 2.34 0.00
Total assets 36.62 982.01 140.92 33.81
Liabilities
A) Share capital 1.04 270.00 1.02 5.50
Income-related and other reserves 1.02 114.13 61.75 1.48
Shareholders' contributions 0.00 0.00 0.00 0.00
Retained earnings (losses carried forward) 2.66 102.87 0.04 6.39
Net profit (loss) for the year 7.03 34.05 1.77 1.32
Total equity 11.75 521.05 64.58 14.68
B) Provisions for risks and charges 0.81 27.06 4.24 0.00
C) Post-employment benefits 1.09 21.69 6.37 0.08
D) Payables and other liabilities 22.24 378.55 65.63 18.20
Current liabilities from lease contracts 0.00 20.95 0.00 0.00
E) Accrued expense and deferred income 0.72 12.71 0.10 0.85
Total liabilities 36.62 982.01 140.92 33.81
Income statement
A) Production revenue 80.45 498.10 141.81 16.65
B) Production costs (71.64) (474.32) (141.13) (14.84)
Difference between production revenue 8.82 23.78 0.68 1.81
and production costs
C) Financial income (expense)
0.11 24.32 1.56 0.03
D) Adjustments to financial assets (0.01) (5.82) 0.00 0.00
Profit (loss) before tax 8.92 42.28 2.24 1.84
Income tax for the year (1.89) (8.23) (0.47) (0.51)
Profit (loss) for the year 7.03 34.05 1.77 1.32

Summary key figures of the draft financial statements of subsidiaries in the advertising segment and Il Trovatore at 31 December 2024

(€ millions) Il Trovatore Financial CairoRCSMedia
statements at 31.12.24 Financial statements at
Assets 31.12.24
A) Share capital proceeds to be received 0.00 0.00
B) Intangible fixed assets 0.00 7.29
Tangible fixed assets 0.01 0.13
Financial fixed assets 0.00 0.02
Total fixed assets 0.01 7.44
C) Inventory 0.00 0.00
Receivables 1.85 150.61
Current financial assets 0.00 0.00
Cash funds 0.14 3.42
Total current assets 2.00 154.03
D) Prepayments and accrued income 0.00 0.48
Total assets 2.00 161.95
Liabilities
A) Share capital 0.03 0.30
Income-related and other reserves 0.01 7.80
Shareholders' contributions to cover losses 0.00 0.00
Retained earnings (losses carried forward) 0.74 (1.29)
Net profit (loss) for the year 0.09 (2.54)
Total equity 0.87 4.27
B) Provisions for risks and charges 0.00 5.42
C) Post-employment benefits 0.05 2.54
D) Payables 0.94 146.71
E) Accrued expense and deferred income 0.14 3.01
Total liabilities 2.00 161.95
Income statement
A) Production revenue 1.11 78.83
B) Production costs (0.99) (81.44)
Difference between production revenue and 0.12 (2.61)
production costs
C) Financial income (expense)
0.00 (0.43)
D) Adjustments to financial assets 0.00 0.00
Profit (loss) before tax 0.12 (3.04)
Income tax for the year (0.03) 0.50
Profit (loss) for the year 0.09 (2.54)

Summary key figures of the most recently approved financial statements of direct subsidiaries in the Cairo Editore publishing segment, TV publishing La7, RCS and network operator (31 December 2023)

(€ millions) Cairo Editore
Financial
statements at
31.12.2023
Rcs MediaGroup
Financial
statements at
31.12.2023
Cairo Publishing
Financial
statements at
31.12.2023
LA7
Financial
statements at
31.12.2023
Cairo Network
Financial
statements at
31.12.2023
Assets
A) Share capital proceeds to be received 0.00 0.00 0.00 0.00 0.00
B) Intangible fixed assets 3.46 33.34 0.01 13.85 26.54
Tangible fixed assets 1.78 86.23 0.00 3.19 0.00
Rights of use on leased assets 0.00 102.49 0.00 0.00 0.00
Investment property 0.00 2.27 0.00 0.00 0.00
Financial fixed assets 0.02 406.02 0.00 0.06 0.00
Total fixed assets 5.26 630.35 0.01 17.10 26.54
C) Inventory 1.93 13.84 0.02 0.39 0.00
Receivables 21.19 153.20 0.64 109.23 8.00
Current financial assets 10.13 153.77 0.00 1.50 0.00
Cash funds 3.15 8.69 0.67 5.22 1.36
Total current assets 36.39 329.50 1.33 116.34 9.36
D) Prepayments and accrued income 0.67 5.80 0.02 2.25 0.00
Total assets 42.33 965.65 1.35 135.69 35.90
Liabilities
A) Share capital 1.04 270.00 0.01 1.02 5.50
Income-related and other reserves 1.11 122.64 0.02 64.61 1.32
Shareholders' contributions 0.00 0.00 0.00 0.00 0.00
Retained earnings (losses carried forward) 2.66 84.63 0.64 0.04 3.51
Net profit (loss) for the year 4.94 45.36 0.20 (2.86) 3.03
Total equity 9.75 522.63 0.87 62.81 13.36
B) Provisions for risks and charges 0.75 26.37 0.01 4.65 0.00
C) Post-employment benefits 1.57 24.71 0.12 6.95 0.07
D) Payables and other liabilities 29.49 255.89 0.34 61.12 21.25
Current liabilities from lease contracts 0.00 123.85 0.00 0.00 0.00
E) Accrued expense and deferred income 0.76 12.20 0.00 0.16 1.23
Total liabilities 42.33 965.65 1.35 135.69 35.90
Income statement
A) Production revenue 68.24 467.53 0.70 108.33 19.56
B) Production costs (62.68) (449.79) (0.43) (113.50) (15.42)
Difference between production revenue 5.56 17.74 0.27 (5.17) 4.15
and production costs
C) Financial income (expense)
0.30 (0.44) 0.01 1.31 0.00
D) Adjustments to financial assets 0.00 30.57 0.00 0.00 0.00
Profit (loss) before tax 5.87 47.87 0.28 (3.86) 4.15
Income tax for the year (0.93) (2.51) (0.08) 1.00 (1.11)
Profit (loss) for the year 4.94 45.36 0.20 (2.86) 3.03

Summary key figures of the most recently approved financial statements of subsidiaries in the advertising segment and Il Trovatore (31 December 2023)

(€ millions) Il Trovatore CairoRCSMedia
Financial Financial
statements at statements at
31.12.23 31.12.23
Assets
A) Share capital proceeds to be received 0.00 0.00
B) Intangible fixed assets 0.00 7.67
Tangible fixed assets 0.01 0.13
Financial fixed assets 0.00 0.02
Total fixed assets 0.01 7.82
C) Inventory 0.00 0.00
Receivables 1.34 159.28
Current financial assets 0.00 0.00
Cash funds 0.08 7.47
Total current assets 1.43 166.76
D) Prepayments and accrued income 0.00 0.26
Total assets 1.43 174.84
Liabilities
A) Share capital 0.03 0.30
Income-related and other reserves 0.01 7.80
Shareholders' contributions to cover losses 0.00 0.00
Retained earnings (losses carried forward) 0.78 (0.45)
Net profit (loss) for the year (0.03) (0.84)
Total equity 0.78 6.81
B) Provisions for risks and charges 0.00 5.26
C) Post-employment benefits 0.05 2.76
D) Payables 0.61 157.06
E) Accrued expense and deferred income 0.00 2.95
Total liabilities 1.43 174.84
Income statement
A) Production revenue 0.97 356,65
B) Production costs (1.00) (357.08)
Difference between production revenue and (0.03) (0.43)
production costs
C) Financial income (expense) 0.00 (0.27)
D) Adjustments to financial assets 0.00 0.00
Profit (loss) before tax (0.03) (0.70)
Income tax for the year 0.00 (0.14)
Profit (loss) for the year (0.03) (0.84)

Income statement pursuant to CONSOB Resolution no. 15519 of 27 July 2006

Annex 6

Euro Notes Year ended Related % of total Year ended Related % of total
31 parties (*) 31 parties (*)
December December
2024 2023
Net revenue 1 5,013,975 5,013,975 100.00% 4,833,797 4,833,797 100.00%
Other revenue and income 2 100,714 66,681 66.21% 253,746 100,799 39.72%
Service costs 3 (2,593,950) (108,440) 4.2% (2,588,246) (460,788) 17.8%
Rentals and leases 3 (15,017) (17,100)
Personnel expense 4 (1,949,131) (1,919,942)
Amortization, depreciation, provisions 5 (214,400) (200,358)
and write-downs
Other operating costs 3 (74,615) (55,941)
Oparating profit 267,576 305,956
Net financial income (expense) 6 (2,029,199) (1,631,428) 80.4% (1,767,456) (1,548,243) 87.6%
Income (expense) from investments 7 26,950,294 26,950,294 100.0% 20,727,607 20,727,607 100.0%
Profit (loss) before tax 25,188,671 19,266,108
Tax 8 70,718 126,929
Profit (loss) from continuing 25,259,389 19,393,037
operations
Profit (loss) from discontinued 0 0
operations
Profit (loss) for the year
25,259,389 19,393,037

(*) Related party transactions are analyzed in Note 29

Statement of financial position pursuant to CONSOB Resolution no. 15519 of 27 July 2006

Assets 31 Related % of total 31 Related % of total
Euro December parties (*) December parties (*)
Property, plant and equipment 2024
200,002
2023
216,117
47,682 86,159
Rights of use on leased assets
Intangible assets 202,868 185,689
Investments 324,427,977 323,570,834 99.7% 326,000,156 325,143,013 99.7%
Non-current financial assets 4,537,575 4,537,218 100.0% 4,537,575 4,537,218 100.0%
Deferred tax assets 377,243 419,465
Non-current financial assets
recognized for derivatives
0 0
Total non-current assets 329,793,345 331,445,160
Trade receivables 847,346 348,760 41.2% 1,047,592 315,408 30.1%
Receivables from parents 106,417 106,417 100.0% 106,417 106,417 100.0%
Receivables from subsidiaries 55,841,628 55,841,628 100.0% 42,659,471 42,659,471 100.0%
Sundry receivables and other 1,338,348 2,678,313
current assets
Current financial assets recognized
0 0
for derivatives
Cash and cash equivalents 10,344,491 21,922,354
Total current assets 68,478,230 68,414,147
Total assets 398,271,575 399,859,308
Equity and liabilities 31 Related % of total 31 Related % of total
December parties (*) December parties (*)
2024 2023
Share capital 6,989,663 6,989,663
Share premium reserve 224,075,425 7,870,190 224,075,425
9,949,678
Retained earnings
Other reserves
(315,473) (315,473)
Treasury shares (2,352) (2,352)
Profit for the period 25,259,389 19,393,037
Total equity 263,876,842 260,089,978
Non-current financial payables and liabilities 10,000,000 10,000,000
Non-current liabilities from lease contracts 19,033 48,267
Post-employment benefits 1,095,330 1,067,527
Provisions for risks and charges - 0
Total non-current liabilities 11,114,363 11,115,794
Payables to suppliers 658,976 873,147
Payables to subsidiaries 67,556,509 67,556,509 100.0% 67,555,410 67,555,410 100.0%
Payables and current financial liabilities 0 0
Current liabilities from lease contracts 25,162 34,964
Financial payables to subsidiaries 41,558,850 41,558,850 100.0% 52,511,961 52,511,961 100.0%
Tax payables 11,807,061 5,753,111
Other current liabilities 1,673,811 1,924,942
Total current liabilities 123,280,369 128,653,535
Total liabilities 134,394,732 139,769,329
Total equity and liabilities 398,271,575 399,859,308

(*) Related party transactions are analyzed in Note 29

Information pursuant to Article 149-duodecies of CONSOB Issuer Regulation

Appendix

The following summary, prepared pursuant to Article 149-xii of CONSOB Issuer Regulation, shows the fees for the current year for auditing and other services provided by the Independent Auditors.

(€ millions) Services provided by Fees
for the year
Audit
Parent - Cairo Communication S.p.A. Deloitte & Touche 0.1
Subsidiaries S.p.A.
Deloitte & Touche
0.2
Certification services (*) S.p.A.
Parent - Cairo Communication S.p.A. Deloitte & Touche 0.0
Subsidiaries S.p.A.
Deloitte & Touche
0.0
S.p.A. 0.4

(*) Certification services refer mainly to audit activities related to sustainability reporting (Euro 48 thousand).

Auditing and other services to RCS MediaGroup and its subsidiaries are provided by the Independent Auditors Deloitte & Touche S.p.A. as shown in the table below:

(€ millions) Services provided by Fees
for the year
Audit
RCS MediaGroup S.p.A.
Deloitte & Touche
0.4
Italian subsidiaries S.p.A.
Deloitte & Touche
0.1
Foreign subsidiaries S.p.A.
Deloitte Network
0.4
Certification services (*)
Italian companies Deloitte & Touche 0.1
Foreign subsidiaries S.p.A.
Deloitte Network
0.0
Other services (*)
RCS MediaGroup S.p.A. Deloitte & Touche 0.1
Foreign subsidiaries S.p.A.
Deloitte Network
0.0
Total 1.1

(*) Certification services refer mainly to limited review on sustainability disclosure (Euro 100 thousand) and certain

Other services refer mainly to methodological support for certain reporting project activities in compliance with the new 2022/2464 CSRD Directive.

specific document verification activities (Euro 6 thousand).

Certification of the separate financial statements and the Independent Auditors' and Board of Statutory Auditors' Report

Certification of the separate financial statements pursuant to Article 81 ter of CONSOB Regulation no. 11971 of 14 May 1999 as subsequently amended and supplemented

________________________________________________________________________

1. The undersigned Urbano Roberto Cairo, as Chairman of the Board of Directors, and Marco Pompignoli, as Financial Reporting Manager of Cairo Communication S.p.A., also in accordance with Article 154 bis, paragraphs 3 and 4 of Legislative Decree no. 58 of 24 February 1998, certify:

• the adequacy of the characteristics of the Company and

• the effective application of administrative and accounting procedures for the preparation of the 2024 separate financial statements.

2. We also certify that:

2.1 the separate financial statements at 31 December 2024:

a) were prepared in compliance with International Financial Reporting Standards endorsed by the European Union, pursuant to EEC Regulation 1606/2002 of the European Parliament and Council, of 19 July 2002,

b) are consistent with the accounting records and books of the Company,

c) give a true and fair view of the financial position and performance of the Issuer;

2.2 the Directors' Report contains a reliable analysis of performance and the results of operations, as well as of the position of the Issuer, together with a description of the main risks and uncertainties it is exposed to.

Milan, 25 March 2025

Chairman

For the Board of Directors Financial Reporting Manager

………………………………… …………………………………

(Urbano Roberto Cairo) (Marco Pompignoli)

Deloitte & Touche S.p.A. Via Santa Sofia, 28 20122 Milano Italia

Tel: +39 02 83322111 Fax: +39 02 83322112 www.deloitte.it

INDEPENDENT AUDITOR'S REPORT PURSUANT TO ARTICLE 14 OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010 AND ARTICLE 10 OF THE EU REGULATION 537/2014

To the Shareholders of Cairo Communication S.p.A.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Cairo Communication S.p.A. (hereinafter referred as the "Company"), which comprise the statement of financial position as at December 31, 2024, the income statement as at December 31, 2024, and the statement of comprehensive income as at December 31, 2024, the statement of changes in equity and statement of cash flows for the year then ended, and explanatory notes to the financial statements, including relevant information on the accounting principles applied.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at December 31, 2024, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements applicable under Italian law to the audit of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

AnconaBari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona Sede Legale: Via Santa Sofia, 28 - 20122 Milano | Capitale Sociale: Euro 10.688.930,00 i.v.

Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA: IT 03049560166

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Impairment test of investments in the subsidiary RCS MediaGroup S.p.A.

Description of the key audit matter The financial statements at December 31, 2024 include investments in subsidiaries, accounted at cost, of Euro 323.6 million, of which Euro 304.9 million related to the investment held in RCS MediaGroup S.p.A. whose carrying amount, therefore, represents approximately 94% of the total investments in subsidiaries.

The recoverability of the investment in this subsidiary is verified by the Directors at least annually, or, whenever there are indicators of potential impairment, by comparing the carrying amount of the investments with the estimated recoverable amount through an impairment test.

The Directors, with the support of an independent expert, determined the recoverable amount of the investment in this subsidiary, estimating the value in use by using the discounted cash flow model. To this end, the Directors considered an explicit period for the different investments and determined the terminal value of these investment according to the methods described in the explanatory notes to the financial statements.

The methodology used for the impairment test is characterized by a high degree of complexity and the use of estimates, which by their nature are uncertain and subjective, with reference to the following elements:

  • the expected cash flows, whose determination is influenced by the general economic trend and the related markets, by the cash flows recorded by the subsidiary in the last financial years and the projected growth rates;
  • the parameters used to determine an appropriate discount rate (WACC);
  • the long-term growth rate (g-rate).

Following the impairment test, the Directors did not recognize any impairment loss.

Given the materiality of the value of investment in the subsidiary, the subjectivity and uncertainty inherent in the estimates of expected cash flows and the key variables of the impairment model, we considered the impairment test of the investment in the subsidiary RCS MediaGroup S.p.A. as a key audit matter of the Company's financial statements.

Note 12 "Investments" includes the disclosure on the impairment test.

Audit procedures
performed
As part of our audit, we have carried out, among other procedures, the
following, which were performed along with the support of Deloitte
network experts:

analysis of the methods used by Directors to determine the
recoverable amount by analyzing the methods and assumptions
used for the development of the impairment test;

understanding of the relevant controls implemented by the Company
on this process;

analysis of compliance with the applicable accounting standards of
the method adopted by Directors for the impairment test;

assessment of the skills, abilities and objectivity of the expert
involved by Directors for the preparation of the impairment test
related to the investment;

analysis of the reasonableness of the main assumptions adopted for
the determination of the projected cash flow;

analysis of sector data and other information we consider necessary
obtained from Directors;

analysis of the deviations between actual results and forecasted
results, in order to assess the nature of the deviations and the
reliability of the planning process;

assessment of the reasonableness of the discount rate (WACC) and
of the long-term growth rate (g-rate);

verification of the mathematical accuracy of the model used to
determine the value in use of the investment;

review of the sensitivity analysis prepared by the Directors;

review of the disclosure reported by Directors in the explanatory
notes and its compliance with the IAS 36.
Statements Responsibilities of the Directors and the Board of Statutory Auditors for the Financial
The Directors are responsible for the preparation of the financial statements that give a true and
fair view in accordance with IFRS Accounting Standards as issued by the International Accounting

fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05 and, within the terms established by law, and for such internal control as the Directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they have identified the existence of the conditions for the liquidation of the Company or for the termination of the operations or have no realistic alternative to such choices.

The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors;
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.

We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence applicable in Italy, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report.

Other information communicated pursuant to art. 10 of the EU Regulation 537/2014

The Shareholders' Meeting of Cairo Communication S.p.A. has appointed us on April 27, 2018 as auditors of the Company for the years ended from December 31, 2020 to December 31, 2028.

We declare that we have not provided prohibited non-audit services referred to in art. 5 (1) of EU Regulation 537/2014 and that we have remained independent of the Company in conducting the audit.

We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to the Board of Statutory Auditors, in its role of Audit Committee, referred to in art. 11 of the said Regulation.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Opinion on the compliance with the provisions of the Delegated Regulation (EU) 2019/815

The Directors of Cairo Communication S.p.A. are responsible for the application of the provisions of the European Commission Delegated Regulation (EU) 2019/815 with regard to the regulatory technical standards on the specification of the single electronic reporting format (ESEF – European Single Electronic Format) (hereinafter referred to as the "Delegated Regulation") to the financial statements as at December 31, 2024, to be included in the annual financial report.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 700B in order to express an opinion on the compliance of the financial statements with the provisions of the Delegated Regulation.

In our opinion, the financial statements as at December 31, 2024 have been prepared in XHTML format in accordance with the provisions of the Delegated Regulation.

Opinions and statement pursuant to art. 14, paragraph 2, sub-paragraphs e), e-bis) and e-ter), of Legislative Decree 39/10 and pursuant to art. 123-bis, paragraph 4, of Legislative Decree 58/98

The Directors of Cairo Communication S.p.A. are responsible for the preparation of the report on operations and the report on corporate governance and ownership structure of the Company as at December 31, 2024, including their consistency with the related financial statements and their compliance with the law.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to:

  • express an opinion on the consistency of the report on operations and of some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 with the financial statements;
  • express an opinion on the compliance with the law of the report on operations, excluding the section related to the corporate sustainability reporting, and of some specific information contained in the report on corporate governance and ownership structure set forth in art. 123 bis, n. 4 of Legislative Decree 58/98;
  • make a statement about any material misstatement in the report on operations and in some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98.

In our opinion, the report on operations and the specific information contained in the report on corporate governance and ownership structure are consistent with the financial statements of Cairo Communication S.p.A. as at December 31, 2024.

In addition, in our opinion, the report on operations, excluding the section related to the corporate sustainability reporting, and the specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 are prepared in accordance with the law.

With reference to the statement referred to in art. 14, paragraph 2, sub-paragraph e-ter), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the entity and of the related context acquired during the audit, we have nothing to report.

Our opinion on the compliance with the law does not extend to the section related to the corporate sustainability reporting. The conclusions on the compliance of that section with the law governing criteria of preparation and with the disclosure requirements outlined in art. 8 of the EU Regulation 2020/852 are expressed by us in the assurance report pursuant to art. 14-bis of Legislative Decree 39/10.

DELOITTE & TOUCHE S.p.A.

Signed by Giacomo Bellia Partner

Milan, Italy March 31, 2025

This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

Board of Statutory Auditors' Report to the Shareholders' Meeting of Cairo Communication S.p.A. pursuant to Article 153 of Legislative Decree no. 58 of 24 February 1998

Shareholders,

the Board of Statutory Auditors, pursuant to Article 153 of Legislative Decree 58/1998, Consolidated Law on Finance (hereinafter, "TUF"), is called upon to report to the Shareholders' Meeting on the supervisory activity performed and on any omissions or reprehensible facts found. The Board of Statutory Auditors may also put forward observations and proposals regarding the financial statements, their approval and the matters within its remit.

During the year ended 31 December 2024, the supervisory tasks assigned to the Board of Statutory Auditors by current legislation and regulations were carried out, in compliance with the provisions contained in the standards of conduct recommended by the Italian Association of Public Accountants and Accounting Professionals, and the relevant instructions provided by CONSOB communications concerning corporate control and the activities of the Board of Statutory Auditors. The Board of Statutory Auditors oversaw compliance with the law and the Bylaws, as well as with the principles of proper governance; it also oversaw the adequacy of the Company's organizational, administrative and accounting structure, within its remit. The Board of Statutory Auditors believes there are no irregularities that need to be disclosed in this Report.

1. Independence of the members of the Board of Statutory Auditors

The Board of Statutory Auditors assessed the absence of grounds for forfeiture, pursuant to Article 148 of the TUF, and that the members still meet the independence requirements: (i) pursuant to Article 148, paragraph 3, of the TUF, and (ii) pursuant to Article 2, Recommendation 7, of the Corporate Governance Code.

2. Significant transactions and events

The Board of Statutory Auditors certifies, within its remit, the compliance with the law and the Bylaws of the transactions having a significant impact on the balance sheet, income

statement and cash flows carried out by the company and that they are not manifestly imprudent or hazardous, in potential conflict of interest, in contrast with the resolutions passed by the Shareholders' Meeting or such as to compromise the integrity of the company's assets.

These transactions, as well as the significant events of 2024 and subsequent events, relating to Cairo Communication S.p.A. and the companies it directly and indirectly controls ("Cairo Group" or the "Group"), are adequately described in the Report on Operations and the Notes to the Consolidated Financial Statements, to which reference should be made for further details.

As noted in paragraphs 36 and 45 ("Significant events after the year") of the notes to the separate and consolidated financial statements, after year end, the Company's Board of Directors, in a notice released on 20 February 2025, pursuant to Article 102 of Legislative Decree No. 58/98 and Article 37 of CONSOB Regulation No. 11971/99, announced the decision to launch a voluntary partial public purchase offer on treasury shares. This is subject, among other conditions, to the approval of a new authorization for the purchase of treasury shares, adopted by the Shareholders' Meeting on 25 March 2025.

3. Transactions with related parties or intra-group

Pursuant to Article 2391-bis of the Italian Civil Code, the Board of Directors adopted, in accordance with the general principles indicated by CONSOB, rules ensuring transparency and fairness in both substance and procedure for transactions with related parties, for which reference should be made to the Directors' Report on Operations. In this regard, we confirm that the Company adopted its own "Procedure for Transactions with Related Parties" in accordance with the relevant CONSOB provisions (CONSOB Regulation, Resolution no. 17221 of 12 March 2010, as amended).

Income and financial-related transactions with related parties are shown in the Explanatory Notes to the Consolidated Financial Statements (and related Annex 2) and the Separate Financial Statements. In 2024, there were no transactions with affiliates and related parties other than those within the normal course of the Group's operations.

The Board of Statutory Auditors takes regularly part in the proceedings of the Committee for Transactions with Related Parties, monitoring the procedures actually adopted, and in this regard there are no particular remarks to make.

4. Atypical and/or unusual transactions

The Notes to the Separate Financial Statements and the Consolidated Financial Statements, the information produced at the Board of Directors' meeting and the information received from the Directors and company management, did not reveal the presence of any atypical and/or unusual transactions, including those with Group companies or related parties. Additionally, at the date of preparation of this Report, the Board of Statutory Auditors has not received any communication from the Supervisory Bodies of the subsidiaries, nor from the Independent Auditors, containing remarks to report.

5. Meetings of the Board of Statutory Auditors, the Board of Directors and the Board Committees

During the year ended 31 December 2024, the Board of Statutory Auditors met 10 times, with full attendance of its members.

In addition to attending the Shareholders' Meeting, the Board of Statutory Auditors also attended the meetings of the Board of Directors (5 meetings), and, with all or some of its members, the meetings of the Control, Risk and Sustainability Committee, also in its capacity as Committee for Related Party Transactions (5 meetings), and the meetings of the Remuneration and Appointments Committee, also in its capacity as Committee for Related Party Transactions (3 meetings).

6. Remarks pursuant to Legislative Decree 39/2010, on the Statutory Audit, Sustainability Reporting and independence of the Independent Auditors

6.1 Statutory Audit - The Board of Statutory Auditors notes that the statutory audit tasks were assigned to the Independent Auditors Deloitte & Touche S.p.A. (the "Independent Auditors" or "Deloitte"), which issued the Reports on 31 March 2025, pursuant to Article 14 of Legislative Decree no. 39 of 27 January 2010, and to Article 10 of EU Regulation no. 537/2014, relating to the Separate Financial Statements of Cairo Communication S.p.A. and the Consolidated Financial Statements of the Group at 31 December 2024 to which reference is made, providing an unqualified opinion.

The Independent Auditors also certified that the separate financial statements were prepared in XHTML format and the consolidated financial statements were prepared in XHTML

format and marked in all significant aspects in accordance with the provisions of Delegated Regulation (EU) 2019/815.

The Board of Statutory Auditors, in its capacity as Internal Control and Audit Committee (pursuant to Article 19 of Legislative Decree no. 39/2010) oversaw the effectiveness of the statutory audit process, meeting periodically with Deloitte's representatives to discuss the activities carried out.

The Independent Auditors confirmed their independence in carrying out the statutory audit, with a certification dated 31 March 2025 ("Annual confirmation of independence" pursuant to Article 6 of Regulation (EU) no. 537/2014).

Further tasks assigned to the Independent Auditors are stated in terms of amounts and contents in the specific annexes to the Separate Financial Statements and Consolidated Financial Statements (pursuant to Article 149 duododecies of the CONSOB Issuer Regulation). Where necessary, the Board of Statutory Auditors issued its authorization, pursuant to Article 5 of Regulation (EU) no. 537/2014.

6.2 Sustainability Reporting - Legislative Decree No. 125 of 6 September 2024, transposed into Italian law the provisions of the European Directive 2022/2464 (CSRD, Corporate Sustainability Reporting Directive) reforming the rules on Corporate Sustainability Reporting.

In compliance with this directive, at 31 December 2024, the Sustainability Report, prepared on a consolidated basis with the same scope as the separate financial statements, is included in the Consolidated Report on Operations of the financial statements, along with the Sustainability Reporting certification required by Article 154-bis of Legislative Decree 58/1998, paragraph 5-ter.

The Company has in time initiated the "CSRD" project to achieve compliance with the new regulatory framework.

The Board of Statutory Auditors thoroughly reviewed the various implementation phases of the project, considering the complexity and numerous related topics. It specifically focused on the progress of the project, particularly the design and implementation of the internal control system for Sustainability Reporting. It found substantial consistency with the "262" model already adopted and successfully tested, which covers adequate administrative and accounting procedures for the preparation of the separate and consolidated financial statements, as well as any other financial communications.

As part of its supervisory activity on the effectiveness of the internal quality and risk management control systems related to sustainability reporting, the Board has received

periodic updates and reports on the internal control system for the sustainability statement. These reports include a description of findings and the status of any identified remedial actions.

The Board of Statutory Auditors held specific meetings with the appointed Auditor (Deloitte) as part of their duties under the relevant regulations, as well as with the Executive in charge of sustainability reporting and related certification.

Therefore, the Board:

  • ➢ having reviewed the documents made available;
  • ➢ having taken note of the certification of the Financial Reporting Manager that the sustainability reporting included in the Report on Operations was prepared in accordance with the reporting standards set forth in Directive 2013/24/EU of the European Parliament and Council of 26 June 2013, and Legislative Decree No. 125 of 6 September 2024, along with the specifications adopted pursuant to Article 8, paragraph 4 of Regulation (EU) 2020/852 (EU Taxonomy Regulation);
  • ➢ having taken note of the content of the Independent Auditors' Report, issued today, on the Cairo Group's Sustainability Reporting for the year ending 31 December 2024, which, in accordance with the limited audit engagement, certifies that no evidence has come to its attention to suggest that:
    • the Consolidated Sustainability Reporting of the Cairo Group was not prepared, in all significant aspects, in accordance with the reporting standards adopted by the European Commission pursuant to Directive 2013/34/EU (European Sustainability Reporting Standards "ESRS");
    • the information contained in the paragraph "Disclosure in accordance with Article 8 of Regulation 2020/852 (Taxonomy Regulations)" of the Consolidated Sustainability Report was not prepared in all significant aspects in accordance with said Article 8;
  • ➢ certifies that, in the course of its verification activities related to Sustainability Reporting, no instances of non-compliance or violations of relevant regulatory provisions came to its attention.

7. Remarks on the financial reporting process and the internal control system

During 2024, the Board of Statutory Auditors oversaw the adequacy of the administrative and accounting system, as well as the reliability of the latter to correctly present operations,

by obtaining information from the Financial Reporting Manager and from the other heads of control functions. Overall, the Board of Statutory Auditors considers the administrative and accounting system to be adequate and reliable, taking into account the size and complexity of both the Company and the Group.

As part of its duties, the Board of Statutory Auditors oversaw the adequacy of the internal control system by: (i) obtaining information from the heads of corporate departments; (ii) meeting with the head of the Risk, Compliance, Internal Audit and Sustainability department; (iii) attending the meetings of the related committees; and (iv) sharing information with the Independent Auditors.

The Board of Statutory Auditors was also informed, by means of the half-year reports sent to the Board of Directors and special meetings, about the activities carried out by the Supervisory Board set up in accordance with Legislative Decree no. 231/2001 as subsequently amended.

Lastly, the Board of Statutory Auditors acknowledged the certifications made by the Chairman of the Board of Directors and the Financial Reporting Manager L. 262/05, pursuant to Article 81-ter of CONSOB Regulation no. 11971 of 14 May 1999 as subsequently amended, regarding the adequacy and effective application of the administrative and accounting procedures for preparing the Separate Financial Statements and the Consolidated Financial Statements.

Based on the results of the activities carried out, the Board of Statutory Auditors believes that the internal control system is adequate for the size and structure of operations.

8. Remarks on the adequacy of the organizational structure

The Board of Statutory Auditors oversaw, within its remit, the adequacy of the Company's organizational structure, by obtaining information from the heads of corporate functions, and considers this structure to be overall adequate for the characteristics of the Company and the activities carried out.

9. Further activities of the Board of Statutory Auditors

The Board of Statutory Auditors:

(i) did not receive any complaints pursuant to Article 2408 of the Italian Civil Code, nor any report;

  • (ii) issued its opinion as prescribed by law on the determination of compensation to key management personnel, as established by the Board of Directors on the proposal of the Remuneration and Appointments Committee;
  • (iii) ascertained the correct application of the criteria and assessment procedures adopted by the Board of Directors to assess the independence of its members;
  • (iv) acknowledged that the parent company gave instructions to its subsidiaries, ensuring they supply all necessary information to the controlling entity in order to fulfill the legal disclosure obligations;
  • (v) with regard to first-tier subsidiaries, obtained information on the organizational structure and internal control system through the central departments of the parent company and periodic meetings with the respective control bodies;
  • (vi) acknowledged the preparation of the 2025 Annual Report on the Remuneration Policy and Compensation Made in 2024 pursuant to Article 123-ter of the TUF, and has no particular remarks to report;
  • (vii) monitored the actual methods of implementing the corporate governance rules laid down in the Corporate Governance Code, which the Company has endorsed. In this regard, reference should be made to the Report on Corporate Governance and Ownership Structure, prepared pursuant to Article 123-bis of the TUF;
  • (viii) confirms that during the regular meetings with the Independent Auditors, no significant aspects were identified that need to be mentioned in this Report.

During its supervisory activity, as explained above, no reprehensible facts, omissions or irregularities requiring mention in this Report were found.

***

The draft Separate Financial Statements, the Consolidated Financial Statements for the year ended 31 December 2024 and the Report on Operations were approved at the meeting of the Board of Directors held on 25 March 2025.

As the Board of Statutory Auditors is not responsible for the statutory audit of the accounts, which falls under the responsibility of Deloitte, with regard to the Separate Financial Statements and the Consolidated Financial Statements, the Board of Statutory Auditors assessed their general compliance with the rules governing their preparation and structure. The Board, within its remit, also ascertained their substantial compliance with the facts and information that came to its attention in the performance of its tasks. In this regard, the Board of Statutory Auditors has no particular remarks to make.

In the Report on Operations (in "Main risks and uncertainties") and in the Notes to the Consolidated Financial Statements (Note 41), the Directors describe the main risks and uncertainties to which the Group is exposed.

Additionally, the Board of Statutory Auditors does not deem it necessary to exercise its right to submit proposals to the Shareholders' Meeting pursuant to Article 153, paragraph 2, of the TUF.

Having acknowledged the above, the Board of Statutory Auditors, having taken note of the above certifications issued jointly by the Chairman of the Board of Directors and the Financial Reporting Manager, as well as the reports of the Independent Auditors Deloitte & Touche, finds no obstacles within its remit to prevent the approval of the proposed Separate Financial Statements for the year ended 31 December 2024 submitted by the Board of Directors, and the proposal regarding the allocation of the result for the year.

Milan, 31 March 2025 For the Board of Statutory Auditors Michele Paolillo - Chairman